NORTH  CAROLINA  MIDLAND 

■I 

I  RAILROAD  GOMPANY. 


i 

mi 


COLLATION    OF 


CHARTERS,  AMENDMENTS, 


AND  CONSOLIDATIONS. 


mfl^CH  10th,  1891. 


GREENSBORO: 

Reece  &  Elam,  Book  and  Job  Printers. 

1891. 


• 


\ 


ARTICLES  OF  ASSOCIATION 

OF   THE 

WINSTON,  SALEM  and  MOORESVILLE  R.  R.  CO. 


August  6th,  1878. 

We  the  undersigned  agree  to  form  ourselves  into  a  com- 
pany for  the  purpose  of  constructing,  maintaining  and 
operating  a  Railroad  for  public  use  in  the  conveyance  of 
persons  and  property: 

And  for  that  purpose,  in  pursuance  of  an  act  of  the 
General  Assembly  ratified  on  the  8th  of  Feb.  1872,  (which 
see)  do  make  and  sign  the  following  articles  of  Associa- 
tion, to-wit: 

I.  Said  Company  is  named  and  styled  "The  Winston 
Salem  and  Mooresville  Railroad  Company."1 

II.  Said  Railroad  shall  continue  to  exist  for  the  term  of 
Ninety  Years. 

III.  Said  Railroad  shall  run  from  Winston  or  Salem,  in 
the  county  of  Forsyth,  through  the  counties  of  Davidson 
or  Yadkin,  Davie  and  Rowan  to  Mooresville,  in  the  coun- 
ty of  Iredell,  a  distance  of  sixty  miles,  and  said  Road  is 
to  touch  the  corporate  limits  of  the  town  of  Mocksville. 

The  capital  stock  of  said  company  shall  be  Three 
Hundred  and  Fifty  Thousand  Dollars,  divided  into  Three 
Thousand  and  Five  Hundred  shares  of  One  Hundred 
dollars  each.  The  following  are  the  names  of  the  six 
Directors  of  said  company,  who  shall  manage  it's  affairs 
for  the  first  year,  and  until  others  are  chosen;  Also  with 
their  places  of  residence: 

W.   C.  Wilson .  ^ Farmington,   N.  C. 

A.  M.  Booe , Mocksville,  N.  C. 

^  S.  A,  Lourance Back  Creek,  N.  C. 


2 

Isaac  Harris Mooresville,   N .  C. 

S.   E.   Allen Winston,   N.  C; 

C.   H.  Wiley 

We  the  undersigned  agree  to  take  the  shares  of  the 
capital  stock  in  said  company  set  opposite  our  names, 
and,  pay  therefor  at  such  times  and  in  such  installments 
as  may  be  required  by  the  directors  of  said  Company. 

J.  R.  McCorkle.    Mooresville,  One  Share. 

A.   Leazar "  "           " 

I.  H.  Stockton,  (By  G.  W.  Hinshaw,  Prox.)Winston,  "           •' 

S.  E.    Allen 

James  O.  Moore. .  ." Mooresville'  " 

J.  A.  Bitting Winston, 

Isaac  Hairis Mooresville,  Ten         " 

A.  M.  Booe Mocksville,  Eight 

W.  C.  Wilson Farmington,  One  " 

H.  B.  Howard ■ Mocksville,     Five  '• 

Jas.  L.  Adams, "  One  " 

R.  L.  Goodman Mooresville,     Five  " 

W.  A.  Lucky Third  Creek,  One  " 

C.  C.  Krider Mt.  Vernon,     " 

F.  M.  Johnson Farmington,   " 

D.  D.  Johnson , Wood  Leaf,     Two      " 

L.  A.  Furches Farmington,  One      " 

S.  A.  Lourance Back  Creek,    Ten       " 

S.  C.  Rankin "  Five 

B.  A.  Knox Third  Creek,  One 

T.  B.  Bailey Mocksville, 

R.  D.  Brown Winston, 

W.  L.  Brown 

J.  C.  Conrad Huntsville, 

L.  C.  Laugenour Louisville, 

C.H.Wiley Winston, 

NORTH  CAROLINA: 

Before  me  personally  appeared    W.  C.  Wilson,  A.  M 
Booe,  S.  A.  Lourance,  C.  H.  Wiley,  Isaac  Harris  and  S 

E.  Allen,  who  after  being  duly   sworn  say  that  they  are 


3 

three  or  more  of  the  Directors  named  in  the  articles  of 
Association  entered  into  by  the  subscribers  therein  named 
for  the  purpose  of  construction,  maintaining  and  opera- 
ting a  Narrow  Guage  Railroad  from  Winston,  Salem  to 
Mooresville  in  the  county  of  Iredell.  That  at  least  One 
Thousand  of  the  stock  for  every  mile  of  Railroad  proposed 
to  be  made  between  the  points  aforesaid,  have  been  sub- 
scribed thereto  and  five  per  cent  paid  thereon  in  good 
faith  and  in  cash,  to  the  Directors  named  in  articles  of 
Association. 

They  further  state  that  it  is  intended  in  good  faith  to 
construct  maintain  and  operate  the    Road    mentioned    in 

said  articles  of  Association. 

W.  C.  WILSON, 

A.  M.  BOOE, 
S.  A.  LOURANCE, 
ISAAC  HARRIS, 
S.  E.  ALLEN, 
C.  H.  WILEY. 

Sworn  to  and  subscribed  before  me,  this  30th  day  of  July,  1878. 

H.  B.   HOWARD, 
[seal  of  office.]  Clerk  Superior   Court  of  Davie   County. 

STATE  OF  NORTH   CAROLINA, 
Office  Secretary  of  State. 

Raleigh,  August  6th,  1878. 

I,  J.  A.  Englehard,  Secretary  of  State,  certify  the 
foregoing  to  be  a  true  copy  of  the  Articles  of  Association 
of  the  Winston,  Salem  and  Mooresville  Railroad  Com- 
pany, filed  and  recorded  in  this  office  in  pursuance  of 
chap.  99,  sec.  2,  Battle's  Revisal. 

Witness  my  hand  and  seal  of  Office  the, 6th  day  of 
August,   1878. 

Jos.  A.  Englehard. 

Secretary  of  Slate. 


At  a  meeting"  of  the  Directors  of  the  Winston-Salem 
and  Mooresville  Narrow  Guage  Railroad  Company,  held 
at  Mocksville,  N.  C,  July  30th,  1878.  there  were  pres- 
ent, Messrs.  W.  C.  Wilson,  Chairman,  S.  E.  Allen,  Isaac 
Harris,  S.  L.  Lourance,  C.  H.  Wiley  and  A.  M.  Booe. 

On  motion  Mr.  S.  E.  Allen  the  secretary  was  instructed 
to  buy  a  book  for  the  use  of  said  Railroad  Company.  It 
being  ascertained  that  at  least  One  Thousand  Dollars  per 
mile  had  been  subscribed,  and  (5%)  five  per  cent  thereon 
paid  to  said  Directors:  It  was  resolved  that  the  necessa- 
ry certificate  be  made  to  the  Secretary  of  State  for  a 
grant  of  charter  under  the  general  Railroad  Laws.  On 
motion  of  Mr.  Harris  Capt.  A.  M.  Booe  was  delegated  to 
make  application  in  person  to  the  Hon.  Secretary  of 
State.  On  motion  of  Mr.  C.  H.  Wiley,  there  was  a  com- 
mitte  of  three  appointed  to  correspond  with  several  Engi- 
neers and  Surveyors  for  the  purpose  of  getting  proposi- 
tions for  surveying  and  locating  the  road.  The  Chairman 
appointed  the  following  gentlemen,  C.  H.  Wiley,  Isaac 
Harris,  A.  M.  Booe  and  S.  E.  Allen.  On  motion,  Messrs. 
C.  H.  Wiley  and  S.  E.  Allen  were  appointed  a  com- 
mittee to  get  up  By-Laws  and  Articles  on  the  road  for 
publication.  On  motion  of  Mr.  Harris  the  meeting  ad- 
journed to  meet  at  Mooresville  on  Aug.  21st,  '78. 

W.  C.  WILSON,  Chm'n. 
R.  D.  Brown,  Sec'y. 


Winston,  N.  C,  October  20th,   ii 
At  a  meeting  of  the  Stockholders  of  the  Winston,  Salem 

and  Mooresville  Railroad  Company,  held  this  day  in  the 

Court  House  at  Winston,  pursuant  to  a  call  by  the  board 

of  Directors  of  said  road, 

Mr.    A.    Leazar    was    elected    chairman,    and    R.    D. 

Brown,  secretary. 

It  was  announced  by  the  chair  that  the  object  of  the 


5 

meeting  was  to  consider  and  take  action  upon  the  articles 
of  consolidation  previously  adopted  by  the  directors  of 
the  Winston,  Salem  and  Mooresville  Railroad,  the  Win- 
ston, Salem  and  Madison  Railroad  and  the  Dan  Valley 
and  Yadkin  River  Railroad,  at  joint  meeting  held  at  the 
office  of  Hon.  T.  J.  Wilson  in  the  town  of  Winston  on  the 
9th  day  of  Sept.  1 880. 

On  motion  Messrs.  W.  C.  Wilson  and  R.  D.  Brown 
were  appointed  a  committee  to  examine  credentials  and 
verify  proxies,  and  the  committee  reported  that  492*^ 
shares  were  represented  either  in  person  or  by  proxy, 
the  same  being  more  than  2/^  of  the  stock  subscribed. 

Upon  further  motion  this  report  was  accepted  and  the 
committee  discharged. 

On  motion  of  Capt.  J.  O.  Moore,  the  articles  of  consoli- 
dation of  the  several  above  named  roads  were  submitted 
to  the  meeting  for  ratification  or  rejection.  And  a  vote 
being  had  by  ballot,  492*4!  shares  were  recorded  in  favor 
of  "  ratification,"  and  it  was  announced  by  the  chair  that 
the  action  of  the  joint  meeting  of  the  Directors  aforesaid 
was  unanimously  endorsed. 

Upon  motion  of  Col.  J.  W.  Alspaugh,  the  secretary 
was  requested  to  prepare  and  forward  to  the  Secretary  of 
State,  a  copy  of  the  proceedings  of  this  meeting. 

On  motion  it  was:  Resolved,  That  Mrs.  J.  L.  Adams, 
widow  of  J.  L.  Adams,  deceased,  and  late  of  the  firm  of 
Sanford  &  Adams,  be  and  she  is  hereby  released  from  the 
payment  of  one  half  of  the  subsciption  made  by  her  late 
husband  to  the  Winston,  Salem  and.  Mooresville  Rail- 
road Company. 

It  was  ordered  that  the  Secretary  of  the  Winston, 
Salem  and  Mooresville  Railroad  Company,  deliver  all 
books,  papers  and  other  valuables  in  his  possession  be- 
longing to  the  Winston,  Salem  and  Mooresville  Railroad 


Company,  to  the  secretary  of  the  consolidated  company; 
And  thereupon,  no  further  business  coming  before  the 
meeting,  adjournment  was  had  sine  die. 

R.  D.  BROWN,  Sec. 


Proceedings  of  a  Joint  Meeting  of  the  Directors,  of  the 
Winston;  Salem  and  Mooresville  Railroad;  the  Winston,  Salem 
and  Madison  Railroad,  and  the  Dan  River  and  Yadkin  Valley 
Railroad  Companies,  held  in  Judge  T.  J.  Wilson's  office,  in 
the  town  of  Winston,  N.  C,  Sept.  9th,  1880. 

Present  on  part  of  Winston,  Salem  and  Mooresville 
Railroad  Company,  Messrs.  W.  C.  Wilson,  C.  H.  Wiley, 
S<  A.  Lourance,  Isaac  Harris  and  S.  E.  Allen.  On  part 
of  the  Winston,  Salem  and  Madison  Railroad  Company, 
Messrs.  J.  F.  Shaffner,  J.  E.  Gilmer,  P.  W.  Hairston  and 
J.  W.  Fries,  and  on  the  part  of  the  Dan  Valley  and  Yad- 
kin River  Railroad  Company,  Messrs.  J.  T.  Morehead, 
Joseph  Vaughn,  E.  W.  Anderson  and  P.  W.  Hairston. 

On  motion  of  Rev.  W.  C.  Wilson,  Dr.  J.  F.  Shaffner 
called  to  the  chair,  and  S.  E.  Allen  made  secretary 
of  the  meeting. 

On  motion  of  Col.  J.  T.  Morehead,  the  Articles  of  Con- 
solidated Association,  as  submitted  by  Messrs.  Wilson 
and  Clement  was  taken  up  by  sections,  and  after  due  dis- 
cussion and  consideration  of  each  section  were  unanious- 
ly  adopted  as  a  whole,  as  follows: 

Agreement  and  Articles  of  Association. 

Know  all  men  by  these  presents,  that  the  Railroad 
corporations  named  below,  to  wit:  The  Dan  Valley  and 
Yadkin  River  Railroad  Company,  the  Winston,  Salem 
and  Madison  Railroad  Company,  and  the  Winston,  Salem 
and  Mooresville  Railroad  Company,  Railroad  Compa- 
nies duly  incorporated  under  the  laws  of  the  State  of 
North    Carolina — in   pursuance   of  an   act  of  the  General 


Assembly  of  North  Carolina,  entitled  "  Railroad  Com- 
panies," and  appearing  in  Battle's  Revisal,  Chapter  99, 
Sections  58,  59,  60  and  61,  do  make  and  enter  into  this 
joint  agreement  by  and  with  each  other,  to  merge  and 
consolidate  the  Capital  Stock,  franchises  and  property  of 
the  three  several  corporations  above  named,  so  as  to  form 
and  establish  one  Railway  corporation  for  the  purpose  of 
constructing,  maintaining  and  operating  a  continious  line 
of  Railroad  for  public  use  in  the  conveyance  of  per- 
sons and  property  from  a  point  on  the  Virginia  State  line 
in  Rockingham  County,  North  Carolina,  east  of  Smith 
River,  by  the  way  of  Madison  in  the  county  of  Rocking- 
ham, thence  passing  through  the  county  of  Stokes  and 
by  the  way  of  the  town  of  Winston  in  the  county  of  For- 
syth, and  by  the  way  of  Mocksville  in  the  county  of 
Davie,  thence  through  the  county  of  Rowan  to  the  town 
of  Mooresville,  in  the  county  of  Iredell. 

I.  The  corporate  name  of  said  Company  thus  formed 
shall  be  "  The  North  Carolina  Midland  Railroad  Com- 
pany." 

II.  Said  Company  is  to  continue  in  existence  as  a  cor- 
poration for  the  period  of  Ninety-six  (96)  years. 

III.  That  said  Railroad  shall  be  constructed,  maintained 
and  operated  between  the  termini  and  along  the  route  as 
described  above,  and  the  line  of  Railroad  contemplated 
and  herein  provided  for  shall  be  constructed  with  all  pro- 
per turnouts,  sidings,  depot  buildings  and  all  other  ap- 
purtenances of  a  Railway. 

IV.  The  amount  of  the  Capital  Stock  of  said  Company 
shall  be  One  Million  and  a  half  dollars,  consisting  of 
Fifteen  thousand  shares  of  One  hundred  dollars  each. 

V.  There  shall  be  a  President,  Vice-President,  Secretary 
and  Treasurer,  and  nine  Directors  of  the  Company;  the 
Directors  to  be  annually  elected  by  a  stock  vote  of  the 
Company,   and   the  other  officers  annually  by  the  Direc- 


8 

tors.  The  other  employees  shall  be  selected  as  the  By- 
Laws  shall  direct.  The  Annual  meeting  of  the  said  Com- 
pany shall  be  on  the  first  Thursday  of  July  in  each  and 
every  year,  and  the  first  annual  meeting  shall  be  held  in 
the  town  of  Winston,  N.  C.  on  the  first  Thursday  in  July 
1 88 1,  and  the  following  persons  shall  constitute  the 
Board  of  Directors  and  officers  of  said  Company,  to  wit: 

A.  Leazar  of  Mooresville,  A.  M.  Booe  of  Mocksville, 
W.  C.  Wilson,  Mocksville,  J.  E.  Gilmer  and  C.  H.  Wiley 
of  Winston,  J.  W.  Fries  of  Salem,  P.  W.  Hairston  of 
Sauratown,  L.  W.  Anderson  and  J.  M.  Vaughn  of  Madi- 
son, as  Directors. 

John  S.  Barham  of  Alexandria,  Va.,  President;  J.  T. 
Morehead  of  Leaksville,  Vice-President,  and  J.  W.  Al- 
spaugh  of  Winston,  Secretary  and  Treasurer. 

VI.  Subscribers  to  the  stock  of  either  of  the  companies 
shall  have  the  same  standing  and  rights  in  the  consolida- 
ted Company  as  regards  payments  and  assessments  as 
they  now  have  in  their  respective  companies. 

VII.  It  is  hereby  further  stipulated  that  this  joint 
agreement  of  consolidation  shall  be  submitted  to  the  stock- 
holders of  each  of  the  corporations,  parties  to  this  agree- 
ment at  a  meeting  thereof  called  separately  for  the  pur- 
pose of  taking  the  same  into  consideration;  due  notice 
of  the  time  and  place  of  holding  said  meetings,  and  the 
object  thereof  shall  be  given  as  prescribed  by  section  59, 
sub-section  2  of  the  act  above  referred  to,  and  if  two  thirds  of 
all  the  votes  of  all  the  stockholders,  shall  be  for  the 
adoption  of  said  agreement,  then  that  fact  shall  be  certi- 
fied thereon  by  the  secretaries  of  the  respective  Compa- 
nies under  the  seals  thereof,  and  the  agreement  so 
adopted,  or  a  certified  copy  thereof  shall  be  filed  in  the 
office  of  the  Secretary  of  State. 

In  testimony  of  the  above  agreement  the  Directors  of 
the    several    Corporations    above    named    have  hereunto 


subscribed  their  names  and  attached  the  corporate  seals 
of  their  respective  Companies.     Dated  at  Winston,  N.  C, 
the  9th  day  of  September,  A.  D.,  1880. 
[SIGNED] 

W.  C.  Wilson, 
C.  H.  Wiley, 
Isaac  Harris, 
s.  a.  lourance, 
S.  E.  Allen, 

Directors    Winston,  Salem  and  Mooresville  Railroad  Co, 

P.  W.  Hairston, 
J.  W.  Fries, 
J.  E.  Gilmer, 
J.  F.  Shaffner, 

Directors  Winston,  Salem  aud  Madison  Railroad  Co, 

J.  Turner  Morehead, 
L.  W.  Anderson, 
P.  W.  Hairston, 
J.  M.  Vaughn, 

Directors  Dan    Valley  and   Yadkin  River  Railroad  Co, 

On  motion  of  C.  H.  Wiley  the  President  and  Secretary 
was  requested  to  notify  Jno.  S.  Barham  of  his  election, 
and  ask  his  acceptance. 

On  motion  of  J.  W.  Fries  a  seal  of  this  Company  was 
adopted. 

The  undersigned  Secretary  of  the  Winston,  Salem  and 
Madison  Railroad  Company,  hereby  certifies  that  at  a 
meeting  of  the  stockholders  of  said  company  held  in  the 
town  of  Winston,  on  Wednesday,  the  20th  day  of  Octo- 
ber, A.  D.,  1880,  after  due  notice  to  said  stockholders 
when  and  where — on  a  vote  by  ballot  taken,  said  agree- 
ment and  articles  of  association  were  adopted  by  stock 
votes,  the  same  being  two  thirds  of  all  the  votes  of  all 
the  stockholders  of  said  Company. 


10 


In  testimony  whereof  he  has    hereunto    subscribed    his 
name  and  attached  the  seal  of  said  Company. 


Secretary  and  Treasurer. 


DIRECTORS    MEETING. 

Winston,  N.  C,  Feb.  24,  188 1. 

At  a  meeting  of  the' Directors  of  the  North  Carolina 
Midland  Railroad  Company,  held  in  the  town  of  Winston, 
on  the  24th  day  of  February,  1881,  the  following  Direc- 
tors were  present,  and  participated  in  the  meeting,  to- 
wit: 

J.  T.  Morehead,  Vice-President,  C.  H.  Wiley,  J.  E. 
Gilmer,  J.  W.  Fries,  T.  J.  Wilson  and  A.  M.  Booe. 

On  motion  by  Mr.  Wiley,  the  Vice  President,  was 
called  to  the  chair. 

On  motion  the  following  resolutions  were  adopted: 

I.  That  the  Vice-President,  J.  T.  Morehead  be  author- 
ized to  discontinue  or  continue  at  his  discretion,  the 
work  of  construction  of  the  road. 

II.  That  the  Hon.  J.  S.  Barbour,  President  of  the  Com- 
pany and  J.  Turner  Morehead,  Vice-President,  and  each 
of  them  separately  be  authorized  to  open  books  of  sub- 
scription to  this  road,  and  also  to  solicit  and  receive  pro- 
positions for  its  construction,  and  that  they  be  requested 
to  report  to  the  next  monthly  meeting  of  this  Board. 

III.  On  motion  the  Secretary  and  Treasurer  was  in- 
structed out  of  any  funds  in  his  hands  to  reimburse  him- 
self for  having  paid  $25.00  to  the  State,  the  same  being  tax 
on  the  amendment  made  by  the  Legislature,  to  the 
charter  of  this  Road. 


II 


IV.  On  motion  the  meeting  adjourned  to  meet  on  the 
24th  day  of  March  at  Winston,  unless  earlier  called 
together. 


President. 

J.  W.  Alspaugh, 

Secretary. 


The  President  then  stated  that  in  accordance  with  the 
resolution  he,  on  behalf  of  the  Virginia  Midland  Railroad 
Company,  would  appropriate  Fifty  Thousand  Dollars  to 
the  North  Carolina  Midland  Railroad  Company,  and  take 
the  first  Mortgage  Bonds  of  the  North  Carolina  Midland 
Railroad  Company  hereafter  to  be  issued  for  an  equal 
amount  in  payment  of  that  appropriation. 

On  motion  by  Mr.  Hairston  the  above  appropriation  by 
the  Virginia  Midland  Railroad  Company  was  accepted  by 
the  Board,  and  the  thanks  of  the  Company  tendered  to 
the  Virginia  Midland  Railroad  for  the  same. 

On  motion  it  was  further  resolved  that  the  President  of 
this  Company  be  and  is  hereby  authorized  to  expend  in 
the  construction  of  the  road  the  amount  of  the  above  ap- 
propriation, and  the  sums  obtained  from  individual  and 
corporate  subscriptions  to  the  stock  of  the  company, 
whether  such  subscriptions  be  in  money,  labor  or  ma- 
terial, and  that  he  be  and  is  hereby  authorized  to  begin 
the  construction  by  contract  or  otherwise  at  such  points 
on  the  line  as  he  may  deem  most  expedient  and  ad- 
visable; Provided,  however,  that  the  amounts  called  for 
on  the  subscriptions  to  the  company  be  expended  in  the 
sections  where  the  subscriptions  were  made. 

Resolved  further,  that  the  local  Directors  from  the  va- 
rious   counties    and    towns   which    have    authorized  sub- 


12 

scriptions  to  the  stock  of  the  company  be  requested  to 
urge  upon  the  said  county  and  municipal  authorities  the 
necessity  of  immediately  making  the  formal  subscriptions 
which  have  been  authorized  in  accordance  with  law. 

Resolved,  that  the  Treasurer  of  the  company  be  direc- 
ted to  call  for  the  payment  of  all  the  individual  subscrip- 
tions to  the  stock  which  have  been  already  made  or 
which  may  hereafter  be  made,  in  monthly  installments 
of  io  per  cent,  and  that  the  Treasurer  be  and  is  hereby 
authorized  to  take  the  proper  steps  to  collect  such  in- 
stallments of  io  per  cent  for  each  month. 

Resolved,  that  the  Treasurer  be  and  is  hereby  directed 
to  call  for  and  receive  from'  the  county  and  municipal 
authorities,  the  bonds  which  have  been  or  may  be  au- 
thorized to  be  raised  in  payment  of  the  several  county, 
town  and  township  subscriptions  in  bonds;  but  when  such 
authorities  determine  to  pay  the  subscriptions  in  cash, 
then  the  Treasurer  is  directed  to  collect  the  installments 
in  the  same  manner  as  the  installments  on  the  individual 
subscriptions. 

Resolved,  that  the  Treasurer  of  this  Company  be  and 
is  hereby  authorized  to  accept  the  formal  subscriptions  to 
the  stock  to  be  made  by  any  county,  town  or  township 
authorities,  and  said  subscriptions  shall  be  made  in  the 
presence  of  the  Treasurer  and  one  or  more  of  the  Direc- 
tors. 

Resolved,  that  the  resolution  of  the  meeting  of  this 
Board  of  Feb.  24,  1881,  authorizing  the  President 
and  the  Vice-President  to  open  books  of  subscription  be 
rescinded. 

Resolved,  that  the  President  be  authorized  to  have 
such  surveys  made  as  he  may  deem  advisable  and  pru- 
dent, looking  towards  a  southern  extension. 

These  surveys  are  at  the  request  of  sundry  delegations 
from  points    in    the   State  of  South   Carolina,  and  will  be 


*3 

mainly  at  the  expense  of  the  sections  through  which  they 
are  made. 

On  motion,  it  was  ordered  that  the  Treasurer  purchase 
a  suitable  seal  for  the  Company. 

On  motion,  it  was  ordered  that  the  Secretaries  and 
Treasurers  of  those  Companies  which  were  consolidated 
into  this  Company,  be  requested  to  hand  over  the  Re- 
cords, Books  and  papers,  together  with  all  matters  relating 
thereto,  to  the  Secretary  and  Treasurer  of  this  Company. 

On  motion,  it  was  ordered  that  if  it  be  found  necessary 
the  Secretary  and  Treasurer  may  employ  one  or  more 
persons  to  aid  him  in  the  collection  of  assessments  on 
stock  ordered  by  the  meetings,  on  such  terms  as  he  may 
deem  proper. 

On  motion,  it  was  resolved  that  the  Engineer  in  charge 
of  construction  be  authorized  to  receive  subscriptions  to 
the  Capital  stock,  payable  in  material  or  labor. 

On  motion,  the  President  and  Vice-President  of  this 
company  were  appointed  a  committee  to  draw  up  a  set 
of  By-Laws  for  the  government  of  this  company,  and 
that  they  report  at  the  next  meeting  of  this  Board. 

On  motion,  J.  W.  Fries,  J.  E.  Gilmer  and  C.  H.  Wiley 
were  appointed  a  committee  on  accounts. 

On  motion,  the  Secretary  and  Treasurer  was  allowed  a 
salary  of  $600,  and  that  he  give  his  individual  Bond  for 
the  faithful  performance  of  his  duty,  in  the  sum  of  Ten 
Thousand  Dollars. 

On  motion,  it  was  resolved  that  Col.  J.  B.  Yates  be 
continued  as  chief  Engineer,  at  the  same  compensation 
as  heretofore. 

On  motion,  the  board  now  adjourned,  subject  to  the 
call  of  the  President. 


President. 

J.  W.  Alspaugh, 

Secretary. 


STOCKHOLDER'S  MEETING,  AUG.  24,  1SS2. 

The  Stockholders  of  the  North  Carolina  Midland  Rail- 
road Company  in  general  meeting  assembled,  pursuant 
to  notice,  at  Winston,  North  Carolina,  Aug.  24,  1882, 
adopt  the  following  resolutions: 

I.  That  power  and  authority  is  hereby  granted  to  and 
invested  in  the  Board  of  Directors  of  this  company  to 
lease  the  rights,  property  and  franchises  thereof  to  the 
Virginia  Midland  Railway  Company  for  a  term  not  ex- 
deeding  forty  years  from  the  date  hereof;  said  lease 
shall  include  the  real  and  personal  property  of  said 
Company,  its  franchises,  corporate  rights  and  privileges 
and  sidings,  depots,  shops,  houses,  bridges,  and  other 
works  and  property  whether  constructed  or  to  be  con- 
structed, and  whether  now  in  possession,  or  hereafter  to 
be  acquired. 

The  consideration  for  said  lease  shall  be  the  payment 
to  this  company  or  to  whomsoever  it  may  designate  by 
the  said  Virginia  Midland  Railroad  Company  of  an 
annual  rental  of  One  hundred  and  twenty  thousand 
Dollars,  during  the  term  of  this  lease,  and  the  further 
consideration  of  the  annual  payment  by  the  Virginia 
Midland  Railway  Company,  of  all  proper  expenses  of 
maintaining  the  organization  of  the  North  Carolina  Mid- 
land Railroad  during  the  term  of  said  lease,  provided, 
said  payments  shall  not  exceed  $2,000.00  per  annum. 
With  the  limitations  above  set  forth,  the  date,  terms, 
conditions  and  details  of  said  lease  shall  be  such  as  may 
be  determined  and  agreed  upon  by  the  Board  of  Direc- 
tors of  this  Company.  In  making  said  lease,  authority 
is  granted  to  the  said  Board  of  Directors  to  covenant  that 
the  said  Road  shall  be  completed  throughout  its  entire 
proposed  length  within  three  years  from  the  date 
thereof. 


15 

II.  That  power  and  authority  is  hereby  granted  to  and 
invested  in  the  Board  of  Directors  of  this  Company  to 
cause  to  be  executed,  issued,  sold  and  delivered,  bonds 
thereof,  under  its  corporate  seal,  payable  forty  years  after 
date,  with  interest  thereon  at  the  rate  of  six  per  centum 
per  annum,  payable  Semi- Annually,  said  interest  to  be 
evidenced  by  coupons  to  be  attached  to  said  bonds. 

The  amount  of  said  bonds  so  to  be  executed,  issued, 
sold,  and  delivered  shall  not  exceed  the  sum  of  Twenty- 
Thousand  Dollars  for  every  mile  of  said  road  constructed 
and  to  be  constructed. 

The  terms,  denomination,  date,  place  of  payment,  and 
other  details  in  regard  to  bonds  shall  be  prescribed  by 
the  Board  of  Directors. 

III.  That  the  power  and  authority  is  hereby  granted 
to  and  invested  in  the  Board  of  Directors  of  this  Com- 
pany to  cause  to  be  prepared  and  executed  under  its 
corporate  seal  and  the  signature  of  its  President,  and 
duly  delivered  and  recorded  such  proper  deed  of  trust  or 
mortgage  upon  the  property,  works,  privileges,  fran- 
chises, roadways,  sidings,  depots,  engines,  cars,  rolling 
stock,  and  all  other  real  and  personal  property  belong- 
ing or  pertaining  to  this  company,  whether  constructed 
or  to  be  constructed,  acquired  or  to  be  acquired,  in  pos- 
session or  to  come  into  possession  thereof,  as  may  be 
required  to  secure  the  prompt  payment  of  said  bonds, 
the  coupons  to  be  attached  thereto,  and  all  interest 
which  which  may  accrue  on  said  bonds. 

Provided,  That  such  conveyance  shall  not  include 
debts  due  or  to  become  due  for  subscriptions  made  or  to 
be  made  by  individuals,  counties  or  corporations  to  the 
capital  stock  of  said  Company.  The  form,  terms,  condi- 
tions and  details  of  said  deed  and  the  selection  of  the 
trustee  therein  to  be  determined  by  the  Board  of  Direc- 
tors. 


i6 

IV.  That  the  Board  of  Directors  are  especially  author- 
ized and  empowered  in  making  said  deed  of  trust  or 
mortgage  to  include  therein,  and  thereby  to  assign, 
transfer  and  convey  the  lease  of  the  property,  works, 
rights,  privileges  and  franchises  which  it  is  proposed  to 
make  to  the  Virginia  Midland  Railway  Company,  and 
which  is  authorized  by  the  first  of  these  resolutions  to- 
gether with  the  benefit  of  said  interest  in  the  rent  re- 
served in  said  lease. 

In  making  said  Deed  or  Mortgage,  such  provisions 
shall  be  inserted  as  to  dedicate  the'  amount  of  sueh  rent 
to  the  payment  of  the  interest  on  said  bonds,  and  should 
the  Board  of  Directors  deem  best  to  the  accumulation  of 
a  sinking  fund  for  the  purpose  of  redeeming  the  said 
bonds  at  or  before  maturity. 

V.  That  the  Board  of  Directors  are  requested  to  give 
effect  to  these  resolutions  as  soon  after  their  passage,  as 
in  their  judgment  is  practicable. 

On  the  adoption  of  these  resolutions  a  stock  vote  was 
demanded,  which  resulted  in  their  adoption  by  a  unani- 
mous vote — there  being  4017^  votes  cast  in  favor  of  the 
resolutions. 

Judge  T.  J.  Wilson  now  offered  the  following  resolution, 
which  was  adopted  : 

Resolved,  that  the  resolution  passed  at  the  general 
meeting  of  the  stockholders  at  Winston,  on  the  25th  and 
26th  of  October,  1881,  by  which  the  bonds  authorized  to 
be  issued  by  this  Company,  were  limited  to  run  for  a 
period  of  30  years,  be  and  the  same  is  hereby  modified  by 
striking  out  30  and  inserting  in  lieu  thereof  40  years. 

On  motion  by  Dr.  Wiley  the  meeting  adjourned,  sub- 
ject to  the  call  of  the  President. 

J.  W.  ALSPAUGH, 

Secretary. 


17 
STOCKHOLDER'S  MEETING. 

Winston,  N.  C,  Nov.  15,  1882. 

The  Stockholders  of  the  North  Carolina  Midland  Rail- 
road Company  met  at  the  office  of  the  Company  in  Win- 
ston this  day,  and  proceeded  to  organize  by  the  election 
of  H.  W.  Fries,  Esq.,  chairman,  and  J.  W.  Alspaugh, 
Secretary. 

On  motion  by  Mr.  Morehead  a  committee  of  three 
were  appointed  to  verify  proxies,  the  chair  appointed  J. 
W.  Fries,  W.  A.  Clement  and  P.  D.  Price.  Pending  the 
report  of  the  committee  on  proxies,  on  motion  by  Dr. 
Wiley  the  meeting  took  a  recess  until  2  o'clock,  to-day, 

Wednesday,  Nov.  15,  2  o'clock.  P.  M. 
The   meeting  met  promptly  at  2    o'clock,  H.  W.  Fries 
in  the  chair.     The  committee  on  proxies  now  reported  as 
follows,  to  wit  : 

Shares  represented  by  person  14.O. 

by  proxy,  3.571^- 


Total  number  of  shares  represented,  3,71 1  %• 

The  proceedings  of  the  several  meetings  of  the  Com- 
pany, which  had  not  heretofore  been  approved,  were 
now  read,  and  the  same  were  approved. 

Mr.  Morehead  now  offered  the  following  resolutions  as 
supplemental  to  the  resolutions  adopted  at  the  meeting 
of  the  stockholders  of  this  Company,  in  August  last, 
which,  after  consideration,  were  adopted  by  a  stock  vote 
— all  the  shareholders  voting  in  the  affirmative,  the  vote 
was  declared  unanimous.  The  resolutions  were  as  fol- 
lows : 

The  stockholders  of  the  North  Carolina  Midland  Rail- 
road Company,  in  general  meeting  assembled,  pursuant 


i8 

to  notice,  at  Winston,  North  Carolina,  on  the  15th  day  of 
Nov.,  1882,  adopted  the  following  resolutions  : 

I.  That  power  and  authority  is  hereby  granted  to  and 
invested  in  the  Board  of  Directors  of  this  Company,  to 
lease  the  rights,  property  and  franchises  thereof  to  the 
Virginia  Midland  Railway  Company,  for  a  term  of  ninty- 
nine  years  from  the  date  thereof  with  the  privilege  on  the 
part  of  the  Virginia  Midland  Raiway  Company  of  renew- 
ing forever;  said  lease  shall  include  the  real  and  personal 
property  of  said  Company,  its  franchises  corporate,  rights 
and  privileges  and  sidings,  depots,  shops,  houses,  bridges, 
and  other  works  and  property  whether  constructed,  or 
to  be  constructed,  and  whether  now  in  possession  or 
hereafter  to  be  acquired. 

The  consideration  for  said  lease  shall  be  the  payment  to 
this  Company  or  to  whomsoever  it  may  designate  by  the 
said  Virginia  Midland  Railway  Company  of  an  annual 
rental  of  one  hundred  and  twenty-one  thousand  dollars 
per  annum  during  the  continuance  of  said  lease  with  a 
further  proviso  that  said  Virginia  Midland  Railway  Com- 
pany shall  assume  in  said  lease  the  payment  of  the  prin- 
cipal of  the  bonds  for  two  millions  of  dollars  which  it  is 
proposed  this  Company  shall  issue  under  the  powers 
granted  by  the  second  of  this  series  of  resolutions.  But 
provision  may  be  made  for  the  renewal  of  said  bonds  by 
this  Company  for  such  length  of  time  as  said  Virginia 
Midland  Railway  Company  may  require  and  in  case  of 
such  renewal  at  a  lower  rate  of  interest  than  six  per 
centum  per  annum,  there  shall  thereafter  be  a  reduction 
of  the  annual  rental  above  provided,  by  an  amount  equal 
to  the  amount  of  reduction  in  said  interest,  and  when 
said  Virginia  Midland  Railway  Company  shall  pay  off 
the  principal  of  said  debt,  or  any  part  thereof,  there  shall 
thereafter  be  a  reduction  in  the  amount  of  rental  to  be  paid 
by  it  equal  to  the  amount  of  annual  interest  on  the  prin- 
cipal so  paid  by  it,  with  the  limitation  above  set  forth;  the 


19 

date,  terms,  conditions  and  details  of  said  lease  shall  be 
such  as  may  be  determined  and  agreed  upon  by  the. 
Board  of  Directors  of  this  Company.  In  making  said 
lease  authority  is  granted  to  the  said  Board  of  Directors 
to  covenant  that  the  said  road  shall  be  completed 
throughout  its  entire  proposed  length  within  three  years 
from  the  date  thereof. 

That  power  and  authority  is  hereby  granted  to  and  in- 
vested in  the  Board  of  Directors  of  this  Company  to 
cause  to  be  executed,  issued,  sold,  and  delivered,  bonds 
thereof  under  its  corporate  seal  payable  forty  years  after 
date  with  interest  thereon  at  the  rate  of  six  per  centum 
per  annum  payable  semi-annually,  said  interest  to  be 
evidenced  by  coupons  to  be  attached  to  said  bonds.  The 
amount  of  said  bonds  to  be  executed,  issued,  sold  and 
delivered  shall  not  exceed  the  sum  of  Twenty  thousand 
dollars  for  every  mile  of  said  road  constructed  and  to  be 
constructed.  Provision  ■  may  be  made  for  the  renewal  of 
said  bonds  on  such  terms  as  the  Virginia  Midland  Rail- 
way Company  may  designate,  provided,  the  rate  of  in- 
terest thereon  shall  not  exceed  six  per  centum  per 
annum. 

The  terms,  forms,  denominations,  date,  place  of  pay- 
ment and  other  details  in  regard  to  said  bonds  shall  be 
prescribed  by  the  Board  of  Directors. 

III.  That  power  and  authority  is  hereby  granted  to 
and  invested  in  the  Board  of  Directors  of  this  Company 
to  cause  to  be  prepared  and  executed  under  its  corporate 
■seal  and  the  signature  of  its  President  and  duly  delivered 
and  recorded  such  proper  deed  of  trust,  or  mortgage 
upon  the  property,  works,  privileges,  franchises,  road- 
way, sidings,  depots,  engines,  cars,  rolling  stock  and  all 
other  real  and  personal  property  belongiag  or  pertaining 
to  this  Company,  whether  constructed  or  to  be  construc- 
ted, acquired  or  to  be  acquired,  in  possession  or    to    come 


20 

into  possession  thereof  as  may  be  requisite  to  secure  the 
prompt  payment  of  the  said  bonds,  the  coupons  to  be 
attached  thereto  and  all  interest  which  may  accrue  on 
said  bonds  given  in  renewal  or  continuation  of  said  bonds 
or  any  part  thereof,  and  the  interest  thereon. 

Provided,  that  such  conveyance  shall  not  include  debts 
due  or  to  become  due  for  subscription  made  or  to  be 
made  by  individuals,  counties  or  corporations  to  the 
capital  stock  of  said  Company.  The  form,  terms,  condi- 
tions and  details  of  said  deed  and  the  selection  of  the 
trustee  therein  to  be  determined  by  the  Board  of  Direct- 
tors. 

IV.  That  the  Board  of  Directors  are  especially  author- 
ized and  empowered  in  making  said  deed  of  trust  or 
mortgage  to  include  therein  and  thereby  to  assign,  trans- 
fer and  convey  the  lease  of  the  property,  works,  rights, 
privileges  and  franchises  which  it  is  proposed  to  make  to 
the  Virginia  Midland  Railway  Company  and  which  is 
authorized  by  the  first  of  these  resolutions,  together  with 
the  benefit  of  and  interest  in,  the  rent  reserved  in  said 
lease. 

In  making  said  deed  or  mortgage  such  provisions  shall 
be  inserted  as  to  dedicate  the  amount  of  such  rent  to  the 
payment  of  the  interest  on  said  bonds,  and  should  the 
Board  of  Directors  deem  best  to  the  accumulation  of  a 
sinking  fund  for  the  purpose  of  redeeming  the  said  bonds 
at  or  before  maturity. 

V.  That  the  Board  of  Directors  are  requested  to  give 
effect  to  these  resolutions  as  soon  after  their  passage  as  in. 
their  judgment  is  practical. 

The  chair  announced  that  the  election  of  officers  was 
now  in  order. 

On  motion  by.  Dr.  Wiley  the  meeting  proceeded  to  the 
election  of  a  new  board  of  Directors;  a  stock  vote  being 
demanded,   the  meeting    proceeded  to    vote    by    ballot  ; 


21 

Hon.  T.  J.  Wilson  being  unanimously  appointed  to  cast 
the  votes  of  all  the  stockholders,  when  it  appeared  that 
the  following  gentlemen  had  received  each  37 1 1  J^  votes, 
being  the  entire  number  of  shares  represented  in  the 
meeting,  and  were  therefore  elected,  to  wit : 

J.  E.  Gilmer, 
L.  W.  Anderson, 
J.  M.  Vaughn, 
W.  C.  Wilson, 
C.  G.  Holland, 
C.  H.  Wiley, 
P.  W.  Hairston, 
A.  M.  Booe, 
A.  Leazar, 
J.  Wilcox  Brown. 
On  motion  by  Mr.  C.  G.  Holland  this  meeting  now  ad- 
journed. 


Chairman. 
Secretary , 


CONSOLIDATION  OF  THE  N.  C.  M.  R.  R.  CO.  AND 
THE  D.  V.  &.  Y.  R.  N.  G.  R.  R.  CO. 

Articles  of  agrement  adopted  by  the  Dan  Valley  and 
Yadkin  River  Railroad  Company  and  the  North  Carolina 
Midland  Railroad  Company  are  as  follows,  to-wit : 

This  agreement  made  this  the  22nd  day  of  January, 
1883,  between  the  North  Carolina  Midland  Railroad 
Company,  a  Company  chartered  and  existing  under  the 
laws  of  the  State  of  North  Carolina  of  the  first  part,  and 
the  Dan  Valley  and  Yadkin  River  Narrow  Guage  Rail- 
road Company,  a  Company  chartered  and  existing  in  the 
State  of  Virginia  of  the  second  part, 

Witnesseth  :   That  it  is  mutually  covenanted  and  agreed, 


22 

I.  That  in  accordance  with  the  powers  granted  the 
first  named  of  said  contracting  Company  by  the  laws  of 
the  State  of  North  Carolina  and  under  and  by  virtue  of 
the  powers  granted,  the  second  party  of  said  contracting" 
Companies  by  its  charter*  the  said  two  Companies,  par- 
ties to  this  agreement,  on  and  after  the  1st  day  of  March, 
1883  shall  be  and  hereby  are  of  that  date  consolidated 
into  one  corporation,  which  shall  be  known  under  the 
name  and  style  of  "  The  North  Carolina  Midland  Rail- 
road Company,"  under  which  name  it  shall  sue  and  be 
sued,  contract  and  be  contracted  with  and  have  all  the 
power,  and  exercise  all  the  rfghts,  powers  and  franchises, 
granted  to  each  of  said  Companies  under  their  respective 
charters  and  by  the  general  laws  of  the  said  two  states  of 
Virginia  and  North  Carolina . 

II.  That  terms  and  conditions  of  said  consolidation  of 
said  two  Companies  shall  be  : 

1.  That  the  Capital  stock  of  said  consolidated  and 
newly  created  Company  shall  be  One  Million  Five  Hun- 
dred Thousand  Dollars  ($1,500,000,)  divided  into  shares 
the  par  value  of  which  shall  be  One  hundred  dollars,  and 
the  holder  of  each  share  of  stock  in  the  component  Com- 
panies respectively,  shall  be  entitled  to  receive  in  lieu 
thereof  one  share  of  the  capital  stock  of  the  consolidated 
Company,  and  after  this  Agreement  has  been  fully  con- 
summated and  has  taken  effect,  the  holder  of  such  share 
in  the  component  Companies,  shall  be,  without  further 
and  more  formal  transfer,  entitled  to  exercise  all  the 
rights  and  powers  of  a  stockholder  in  said  consolidated 
Company. 

2.  This  joint  agreement  shall  be  carried  into  effect  in 
the  mode  prescribed  by  the  laws  of  the  State  of  North 
Carolina,  and  by  the  charter  of  said  Dan  Valley  and  Yad- 
kin River  Narrow  Gauge  Railroad  Company. 

3.  There  shall  be  for  said  consolidated  Railroad  Com- 


pany  a  President,  a  Vice  President  and  twelve  Directors, 
whose  names  and  residences  shall  be,  until  their  succes- 
sors are  elected;  as  follows  : 

President,  Jno.  S.  Barbour,  Alexandria,  Va.,  Vice- 
President,  J.  Turner  Morehead,  JLeaksville,  N.  C. 

Directors : 

A.  S.  Buford,  Richmond,  Va. 
A.  Y.  Stokes, 

A.  Leazar,  Mooresville,  N.  C, 

W.  C.  Wilson,  Mocksville'        " 
A.  M.    Booe, 

C.  H.  Wiley,  Winston, 

Jno.  W.  Fries,  Salem,  "' 

L.  W.  Anderson,  Stokes  Co.,         " 
Peter  W.  Hairston,    . 

J.  M.  Vaughan,  Madison, 

C.  G.  Holland,  Danville,  Va. 

J.  Turner  Morehead,  Leaksville,  N.  C. 

The  President  and  Directors  of  said  Company  shall 
hereafter  be  annually  elected  by  the  stockholders  of  said 
Consolidated  Company  at  their  Annual  Meeting  to  be 
held  at  such  time  and  place  as  by  the  by-laws  of  said 
Company  may  be  prescribed.  The  Vice-President  shall 
be  elected  by  the  Board  of  Directors. 

4.  It  shall  be  the  duty  of  the  Board  of  Directors  of  the 
said  Consolidated  Company  within  twelve  months  after 
the  Consolidation  proposed  in  this  agreement  has  been 
fully  consummated  to  call  a  general  meeting  of  the  stock- 
holders of  said  Company,  at  which  meeting  a  President 
and  Board  of  Directors  shall  be  elected  to  succeed  those 
herein  named,  and  all  necessary  by-laws,  rules  and  regu- 
lations shall  be  adopted  for  the  proper  government  ofsaid 
Company. 

Until  said  meeting  is  held,  said  Company  shall  be  con- 


H 

trolled  in  accordance  with  the  general  laws  governing 
like  Corporations. 

III.  The  said  Component  Companies  shall  at  once 
take  such  steps  as  may  be  necessary  to  consummate  this 
Agreement  whether  prescribed  by  respective  charters  of 
said  Companies,  the  Acts  of  Assembly  of  the  States  of 
Virginia  and  North  Carolina,  or  the  general  laws  govern- 
ing Corporations  of  like  powers  and  franchises. 

This  agreement  is  signed  by  Jno.  S.  Barbour,  the  Presi- 
dent of  the  North  Carolina  Midland  Railroad  Company 
and  the  seal  of  said  Company  is  hereto  affixed,  in  obedi- 
ence to  a  resolution  of  the  Board  of  Directors  of  said  Com- 
pany adopted  on  the  15th  day  of  November  1882,  and  it 
is  signed  by  A.  S.  Buford  the  President  of  the  Dan  Val- 
ley and  Yadkin  River  Narrow  Gauge  Railroad  Company, 
and  the  seal  of  said  Company  is  hereto  affixed  in  obedi- 
ence to  a  resolution  of  the  Board  of  Directors  of  said 
Company,  adopted  on  the  20th  day  of  January,  1883. 

And  this  agreement  is  attested  by  the  signatures  of 
said  Presidents  and  the  affixing  of  the  said  seals  of  said 
Companies  respectively,  to  this  paper. 

The   N.   C.  Midland  R.  R.  Co., 

By  J.  S.  Barbour,  Pres. 

A.  S.  Buford, 

Pres.  Dan  Valley  &  Yadkin  River  Narrow  Gauge  R.  R.  Co. 

(seal) 


The  undersigned  Secretary  of  the  meeting  of  the  stock 
holders  of  the  Dan  Valley  and  Yadkin  River  Narrow 
Guage  Railroad  Company,  held  in  the  city  of  Richmond, 
Va.,  Saturday  the  24th  day  of  February,  1883,  after  due 
notice  to  said  stockholders,  hereby  certifies  that  at  said 
meeting  the  Agreement  and  Articles  of  Association  and 
Consolidation  of  the  Dan  Valley  and  Yadkin  River  Nar- 
row Guage  Railroad  Company,    and    the  North  Carolina 


25 

Midland  Railroad  Company  were  approved  and  adopted 
by  fifty-five  (55)  votes,  the  same  being  all  of  the  votes  of 
all  the  stockholders  of  the  Dan  Valley  and  Yadkin  River 
Narrow  Guage  Railroad  Company. 

In  testimony  whereof  he  has  hereto  subscribed  his  name 
and  attached  a  scroll  seal  hereto — the  said  Company  hav- 
ing no  Corporate  seal.  R.  BROOKE, 

Secy,  of  meeting  of  the  stockholders  of  the  Dan  Valley  and  Yadkin 
River  Narrow  Gauge  Railroad  Company,  held  Feb.  24,  1883. 
(SEAL) 


The  undersigned  Secretary  of  the  meeting  of  the  stock- 
holders of  the  North  Carolina  Midland  Railroad  Company, 
held  in  the  city  of  Greensboro,  N.  C,  on  Wednesday  the 
14th  day  of  March,  1883,  after  due  notice  to  said  stock- 
holders, hereby  certifies  that  at  said  meeting  the  Agree- 
ment and  articles  of  association  and  consolidation  of  The 
Dan  Valley  and  Yadkin  River  Narrow  Gauge  Railroad 
Company  and  The  North  Carolina  Midland  Railroad  Com- 
pany were  approved  and  adopted  by  Three  Thousand, 
Eight  hundred  and  Sixty-two  (3862)  votes,  the  same 
being  all  of  the  votes  of  all  the  stockholders  of  the  North 
Carolina  Midland  Railroad  Company. 

In  testimony  whereof  he  has  hereunto  subscribed  his 
name  and  attached  a  seal  hereto  of  said  Company. 

J.  W.  Alspaugh, 

Secy,  of  meeting  of  stockholders  of  The   North  Carolina  Midland 
Railroad  Company,  held  March  14,  1883. 


ANNUAL  MEETING  OF  THE  N.  C.  M.  R.  R.  CO. 

The  stockholders  of  the  Company  met  in  the  town  of 
Winston  pursuant  to  notice  duly  given  by  publication  for 
more  than  thirty  days. 


26 

On  motion  by  J.  T.  Morehead,  Esq.,  H.  B.  Howard  was 
called  to  the  chair,  and  J.  W.  Alspaugh  was  appointed 
Secretary. 

On  motion  by  J.  W.  Fries,  Esq.,  a  committee  of  three 
was  appointed  to  verify  proxies.  The  chairman  appointed 
J.  W.  Fries,  Dr.  C.  H.  Wiley  and  J.  B.  McLelland. 

Upon  a  call  of  the  stocks,  the  committee  reported 
present  3601  shares,  which  was  more  than  a  majority  of 
the  whole. 

(See  report  of  committee  marked  "A.") 

Col.  Buford  moved  that  section  11  of  the  by-laws  of  the 
Company  be  amended  by  striking  out  the  said  section, 
and  substituting  therefor  the  following: 

The  administration  of  the  affairs  of  this  Company  shall 
be  vested  in  the  President  and  twelve  Directors  who  shall 
be  elected  annually  by  the  stockholders,  and  they  may 
appoint  a  Vice-President  from  their  own  bftdy,  and  such 
other  officers  as  from  time  to  time  they  deem  necessary 
for  the  proper  dispatch  of  the  business  of  the  Company. 

The  meeting  now  proceeded  to  reorganize  the  Com- 
pany by  the  election  of  a  new  board  of  officers. 

J.  T.  Morehead  was  now  elected  President  of  the  Com- 
pany, and  the  following  named  gentlemen  were  chosen 
Directors  under  the  amended  section  of  the  by-laws  of  the 
Company:  A.  S.  Buford,  W.  P.  Clyde,  Baker,  Scott, 
Huidikoper,  McLeland,  J.  M.  Vaughn,  A.  Leazar,  J.  W. 
Fries,  W.  C.  Wilson,  and  C.  H.  Wiley. 

On  motion  by  Mr.  Morehead,  the  Secretary  and  Treas- 
urer was  instructed  to  procure  a  stock  book  and  certifi- 
cates of  stock  for  the  company,  and  also  a  seal. 

On  motion  by  Mr.  Buforcl,  it  was  resolved  that  the 
Board  of  Directors  be,  and  that  they  are  hereby  author- 
ized to  take  such  additional    subscriptions  to  the  stock  of 


the  Company  as  they  may  find  practicable  and  judiciary. 
On  motion  by  Mr.  Leazar,  the  meeting  adjourned. 

J.  W.  Alspaugh. 

Secretary. 

STOCKHOLDER'S  MEETING. 

The  Annual  Meeting  of  the  stockholders  of  the  North 
Carolina  Midland  Railroad  Company,  met  in  the  town  of 
Winston,  pursuant  to  notice  duly  published,  on  the  ioth 
day  of  November,  1886. 

Hon.  J.  T.  Morehead,  President  of  the  Company  in  the 
chair. 

Upon  a  call  of  the  roll,  the  following  gentlemen  re- 
sponded to  their  names:  Messrs.  J.  W.  Fries,  A.  Leazar. 
Maj.  Clement,  W.  C.  Wilson,  F.  M.  Johnson,  J.  W.  Al- 
spaugh, H.  W.  Fries,  and  others. 

On  motion  J.  W.  Alspaugh,  Secretary  and  Treasurer, 
was  requested  to  act  as  Secretary  of  the  meeting. 

On  motion  J.  W.  Fries,  A.  Leazar  and  Maj.  Clement 
was  appointed  to  verify  proxies.  Upon  report  of  the  com- 
mittee it  appeared  that  but  1064  shares  were  represented 
in  the  meeting — a  number  less  than  a  majority  of  the 
whole,  no  business  would  be  transacted,  whereupon  on 
motion  by  Mr.  Leazar,  it  was  resolved  to  adjourn  this 
meeting  to  the  nth  day  of  January,  1887,  to  meet  in  the 
city  of  Raleigh. 

It  was  further  ordered  that  the  Secretary  of  the  meet- 
ing give  due  and  timely  notice  to  all  the  absent  members 
of  the  Company,  of  the  meeting  to  be  held  in  the  city  of 
Raleigh  on  the  nth  day  of  January,   1887. 

J.  W.  Alspaugh, 

Secretary. 


28 

ADJOURNED  MEETING  OF  THE    STOCKHOLD- 
ERS HELD  IN  THE     CITY  OF  RALEIGH, 
JANUARY    nth,   1887. 

The  meeting  was  called  to  order  by  the  President,  and 
on  motion  Rev.  W.  C.  Wilson  was  elected  Chairman,  and 
Cabell  Hairston,  Secretary. 

Committee  to  verify  proxies,  consisting  of  A.  Leazar, 
J.  W.  Fries  and  W.  A.  Lash  reported  4133  shares  of  stock 
represented     in    person    and    by    proxy,  as  follows: 

A.  Leagar,  277^2  shares;  W.  A.  Lash,  2;  J.  W.  Fries, 
101;  T.  B.  Baily,  5^;  J.  T.  Morehead,  204;  W.  C.  Wil- 
son, 16;  J.  M.  Vaughn,  119;  W.  B.  Clements,  2;  E.  L. 
Gaither,  500;  T.  J.  Wilson,  406;  Col.  A.  B.  Andrews, 
2500. 

After  a  statement  made  by  Col.  Andrews  representing 
the  stock  of  the  Virginia  Midland  Railroad  Company  and 
at  this  request,  Mr.  A.  Leazar  offered  a  resolution  which 
was  adopted,  that  this  meeting  adjourn  to  meet  in  Greens- 
boro on  the  10th  day  of  February,  1887. 

W.  C.  WILSON, 

Chairman. 

Cabell  Hairston, 

Secretary. 

MEETING  OF    NORTH    CAROLINA    RESIDENT 
STOCKHOLDERS. 

Pursuant  to  a  call  of  the  President,  under  what  is  known 
as  the  Leazar  bill,  the  stockholders  resident  in  North 
Carolina  met  in  the  city  of  Raleigh  January  nth,  1887, 
an  adjournment  of  the  regular  meeting  as  above. 

The  same  committee  on  proxies  reported  1633  shares 
of  stock  represented  in  person  and  by  proxy. 

J.  W.  Fries  offered  the  following  resolution: 

Resolved,     That _ 

be    appointed    agent    and    attorney  of  the  individual  and 


29 

corporate  stockholders  of  the  N.  C.  Midland  R.  R.  Co.,  who 
may  become  subscribers  to  this  resolution,  to  make  ap- 
plication to  the  Attorney  General  of  the  State  of  N.  C.  for 
leave  to  bring  an  action  in  the  name  of  the  State,  to  an- 
nul the  charter  of  the  N.  C.  Midland  R.  R.  Company. 

Resolved  further,  That  all  stockholders  who  may  be- 
come parties  to  this  action  shall  be  jointly  held  and  bound 
to  the  State  of  N.  C.  in  a  sum  sufficient  to  indemnify  the 
State  against  all  costs  and  expenses  of  said  action. 

Resolved  further,  That  this  action  to  annul  said  charter 
shall  be  brought  upon  the  grounds  that, 

ist,  The  Va.  Midland  R.  R.  Co.  made  a  subscription 
for  a  majority  of  the  capital  stock  of  the  N.  C.  Midland  R. 
R.  Co.  on  the  condition  that  the  subscription  books  should 
be  then  closed,  and  not  reopened  without  its  consent,  and 
with  the  understanding,  that  our  road  should  be  completed 
without  unnecessary  delay. 

2nd.  That  after  thus  securing  a  majority  of  the  stock  in 
the  N.  C.  Midland  R.  R.  Co.,  the  said  Va.  Midland  R.  R. 
Co.  used  the  power  thus  acquired  to  defeat  the  purposes 
for  which  said  N.  C.  Midland  Co.  was  organized, — in  that 
they  did  not  push  the  building  of  said  road  themselves, — 
and  in  that,  by  holding  this  work  in  abeyance,  they  det- 
ered  and  prevented  the  individual  and  corporate  stock- 
holders along  line  of  said  road  from  uniting  in  other  com- 
binations, which  would  probably  have  secured  railroad 
facilities  to  this  section  of  the  State. 

3rd.  That  there  has  been  no  work  whatever  done  on 
said  railroad  for  more  than  two  years  consecutively,  and  that 
therefore  the  corporation  should  be  annulled  for  non-user, 
user. 

And  on  motion  of  T.  J.  Wilson  the  consideration  of  said 
resolution  was  postponed  until  the  North  Carolina  resi- 
dent stockholders  shall  meet  again  in  Greensboro  Febru- 
ary 10th,  1887. 


3° 

The  following  resolution,  offered  by  Mr.  Clements,  was 
adopted: 

Resolved,  That  the  Secretary  and  Treasurer  of  the 
North  Carolina  Midland  Railroad  Company  be  requested 
to.  produce  at  the  adjourned  meeting  of  the  North  Carolina 
Midland  Railroad  at  Greensboro,  on  the  ioth  of  February, 
1887,  the  stock  Or  subscription  books  of  said  Company — 
the  contract  made  by  the  Richmond  ?nd  West  Point 
Terminal  Company  signed  by  Genl.  Logan,  with  John  L. 
Barbour,  to  complete  the  North  Carolina  Midland  Rail- 
road,—the  resolution  of  the  Virginia  Midland  appropri- 
ating $50,000  to  construction  of  the  North  Carolina 
Midland  Railroad, — and  all  other  books,  together  with  an 
itimized  statement  of  receipts  and  disbursements,  with 
amount  of  outstanding  indebtedness. 

The  Chairman  was  requested  to  call  on  Col.  AndreAvs 
and  notify  him  of  the  action  of  this  meeeting.  Motion 
was  made  and  carried  to  adjourn  to  meet  in  Greensboro, 
February  10,  1887. 

W.  C.  WILSON, 

Chairman. 

Cabell  Hairston, 

Secretary. 


ADJOURNED    MEETING    OF    THE  STOCKHOL- 
DERS OF  THE    NORTH    CAROLINA    MID- 
LAND R.  R.  CO.,    HELD    IN    GREENS- 
BORO,   N.    C,    FEB.   10,   1887. 

The  meeting  was  called  to  order  by  the  President,  Col. 
J.  T.  Morehead,  and  on  motion  Maj.  W.  B.  Clement  was 
elected  Chairman,  and  R.  T.  Stedman,  Secretary.  On 
motion  by  Col.  J.  T.  Morehead,  the  following  gentlemen 
were  appointed  a  committee  to  verify  proxies: 

A.  Leazar  and  J.  W.  Fries,  and  reported  4143^  shares 
represented. 


A.  Lezar  offered  the  following  resolutions,  which  were 
adopted: 

WHEREAS,  A.  B.  Andrews,  third  Vice-President  of  the 
R.  &  D.  R.  R.  Co.,  and  holding  the  proxy  of  the  said 
Company's  stock  in  the  N.  C.  Midland  R.  R.  Co.,  has 
presented  the  following  resolutions,  as  adopted  by  the 
executive  of  the  Board  of  Directors  of  the  R.  &  D.  R.  R. 
Co.,  at  their  meeting  held  on  the  8th  day  of  February, 
1887,  in  the  city  of  New  York,  to  wit: 

Resolved,  That  it  is  the  sense  of  the  committee  that  the 
North  Western  N.  C.  R.  R.  should  be  extended  from  Win- 
ston to  Wilkesboro,  and  that  active  operations  be  re- 
sumed on  the  N.  C.  Midland,  and  the  portion  of  that  road 
from  Winston  to  Mocksville  should    be    first  constructed. 

Resolved,  That  A.  B.  Andrews,  third  Vice-President, 
is  hereby  instructed  to  take  the  steps  necessary  to  carry 
out  this  policy  :  and 

Whereas,  this  is  received  as  a  proposition  on  the  part 
of  the  R.  &  D.  R.  R.  Co.,  made  in  good  faith,  and  with 
the  understanding  that  the  work  on  the  N.  C.  Midland  R. 
R.  from  Winston  to  Mocksville  is  to  be  commenced  with- 
in 90  days  and  prosecuted  as  named  in  said  resolutions  to 
completion. 

Resolved,  by  the  stockholders  of  the  N.  C.  Midland  R. 
R.  Co.,  in  general  meeting  assembled,  4143^  shares  of 
the  stock  being  represented,  that  the  President  and  Di- 
rectors are  instructed  to  cooporate  with  A.  B.  Andrews 
and  the  R.  &  D.  R.  R.  Co.,  in  the  immediate  prosecution 
of  the  work  from  Winston  to  Mocksville  as  a  part  of  the 
N.  C.  Midland  R.  R.  and  under   the    charter  of  said  road. 

On  motion  by  Col.  Morehead,  it  was  resolved  that  when 
this  meeting  adjourns  it  adjourns  to  meet  in  Greensboro 
on  the  nth  day  of  May,  1887. 

Col.  A.  B.  Andrews  offered  the  following  resolution: 

Resolved,  That  the    election    of  officers    of  the    N.  C. 


32 

Midland  R.  R.  Co.,  be  postponed    until  the  next  meeting 
to  be  held  on  the  nth  day  of  May,  1887. 

On  motion  by  Col.  Andrews,  J.  W.  Fries,  J.  T.  More- 
head  and  R.  T.  Stedman  were  appointed  to  ascertain  the 
indebtedness,  get  up  list  of  the  stockholds,  subscription 
books,  &c,  of  the  N.  C.  M.  R.  R.  Co. 

On  motion  the  meeting  adjourned. 

W.  B.  CLEMENT, 


Chairman. 


R.  T.  Stedman, 

Secretary. 


MEETING  OF  RESIDENT  N.  C.  STOCKHOLDERS. 

Pursuant  to  a  call  of  the  President  under  what  is  known 
as  the  Leazar  bill,  the  stockholders  resident  in  N.  C.  met 
in  Greensboro,  February  10th,  1887. 

On  motion  W.  B.  Clement  was  elected  Chairman,  and 
R.  T.  Stedman,  Secretary.  The  committee  on  proxies 
reported  1643^  shares  represented. 

On  motion  by  Mr.  Fries  the  meeting  adjourned  to  meet 
in  Greensboro  on  the  nth  day  of  May,   1887. 

W.  B.  CLEMENT, 

Chair man . 

R.  T.  Stedman, 

Secretary. 


Greensboro,  N.  C.  June  29th,  1887. 

Pursuant  to  adjournment  of  the  nth  day  of  May,  1887, 
the  stokcholders  of  the  North  Carolina  Midland  Railroad 
Company  met  in  Greensboro,  North  Carolina,  on  Wednes- 
day, the  29th  day  of  June,  1887,  at  which  time  and  place 
the  following  proceedings  were  had,  to  wit: 

On  motion,  Hon.  A.  Leazar  was  called  to  the  chair  and 
D.  Schenck,  Jr.,  was  requested  to  act  as  Secretary. 

The  minutes  of  the  preceeding  meeting  were  read  and 
approved. 


33 

On  motion  of  Col.  A.  B.  Andrews,  J.  W.  Fries  and  J. 
W.  Clement  were  appointed  a  committee  to  verify  proxies. 

The  committee  on  proxies  reported  4093  shares  of 
stock  present,  which  was  a  majority  of  all  the  stock. 

The  report  of  the  committee  on  indebtedness,  list  of 
stockholders,  &c,  was  read  by  J.  Turner  Morehead,  and 
was  laid  on  the  table  on  motion  of  Mr.  Clement. 

Mr.  J.  Turner  Morehead  offered  the  following  resolu- 
tion: 

•'Resolved,  1.  That  the  Board  of  Directors  of  The 
North  Carolina  Midland  Railroad  Company  is  hereby 
authorised,  empowered  and  directed,  whenever  they 
think  proper,  to  issue  the  bonds  of  this  Company  to  an 
amount  not  exceeding  Fifteen  Thousand  Dollars  ($15,- 
000.00)  per  mile  of  said  road  and  to  cause  to  be  lawfully 
executed  a  Mortgage  or  trust  conveying  all  the  property, 
real  and  personal,  and  the  franchises  of  the  Company  to 
secure  said  bonds,  with  such  conditions  and  limitations  as 
they  may  prescribe. 

"And  said  Board  of  Directors  is  further  authorised  and 
empowered  to  issue  certificates  of  stock  of  the  corporation 
to  an  amount  not  exceeding  Twenty-Five  Thousand  Dol- 
lars ($25,000)  per  mile  of  said  road. 

2.  "That  said  Board  of  Directors  be  authorised  and  em- 
powered to  use  the  bonds  and  stock  authorised  to  be  is- 
sued, as  above,  for  the  purpose  of  constructing  the  said 
railroad  from  some  point  on  the  North  Western  North 
Carolina  Railroad,  near  the  town  of  Winston,  to  Mocks- 
ville,  and  to  that  end  are  authorised  and  empowered  to 
make  such  contract  with  any  Construction  Company,  or 
other  party,  as  they  may  see  proper,  for  the  construction 
of  said  road,  as  aforesaid,  and  for  that  purpose  may  use 
the  bonds  and  stock  authorised  to  be  issued,  as  above,  in 
such  manner  as  they  may  deem  best,  and,  in  general,  said 
Board  of  Directors  are  authorised    and    empowered  to  do 


34 

any  and  all  things  in  the  premises  as  may  be  necessary 
to  carry  into  effect  the  purposes  and  object  of  its  resolu- 
tions. 

3.  "That  the  foregoing  powers  are  not  to  be  restricted 
by  any  former  action  of  the  stockholders  and  that  any 
and  all  former  actions  and  resolutions  of  the  stockholders, 
inconsistent  with  the  above  resolutions,  are  hereby  re- 
pealed." 

To  the  foregoing  resolution  Mr.  J.  M.  Galloway  offered 
the  following  amendment: 

"Provided — That  Madison  Township  and  the  private 
subscribers  therein  be  released  from  any  further  liability 
on  their  unpaid  subscriptions." 

The  amendment  was  put  and  voted  down. 

The  resolution  was  put  and  adopted. 

The  following  resolution  was  offered  by  Mr.  J.  W. 
Fries: 

" Resolved,  That  the  President  of  this  Company  be 
authorised  and  directed  to  collate  all  kthe  Charters,  Acts 
of  Incorporation  and  by-laws  of  this  Company,  and  have 
the  same  printed  for  the  use  of  the  Company." 

The  resolution  was  put  and  adopted. 

Mr.  J.  Turner  Morehead  offered  the  following  resolu- 
tion: 

"■Resolved,  That  the  by-law  enacted  by  the  North 
Carolina  Midland  Railroad  Company  at  its  annual  meet- 
ing and  recorded  on  page  114  of  the  Record  of  Proceed- 
ings of  the  Company  be  stricken  out  and  the  following 
by-law  be  substituted  for  it,  to  wit: 

"That  the  administration  of  the  affairs  of  the  Company 
shall  be  vested  in  a  President  and  Board  of  Twelve  Di- 
rectors, and  if  the  Board  of  Directors  deem  it  best  for  the 
interest  of  the  Company,  a  Vice-President,  also. 

"The  Directors  shall  be  elected  by  the  stockholders  at 
their  annual  meeting,  by  ballot. 


35 

The  Board  of  Directors  shall  elect  one  of  their  number 
President  of  the  Company,  and  may  elect  a  Vice-Presi- 
dent. 

It  shall  require  a  majority  of  the  Directors  to  be  present 
to  co  istitute  a  quorum."     Which  was  adopted. 
The  following  Directors  were  elected: 
A.  Leazar.  Alfred  Sully, 

W.  C.  Wilson,  T.  M.  Logan, 

J.  W.  Fries,  Geo.  F.  Scott, 

J.  Turner  Morehead,  J.  B.  Pace, 

A.  B.  Andrews,  James  H.  Dooley. 

J.  M.  Galloway,  D.  Schenck. 

There  being  no  further  business,  on  motion,  the  stock- 
holders adjourned  to  meet  at  Greensboro,  N.  C,  on 
Thursday,  the  1st  day  of  September,  1887. 

A.  LEAZAR, 

Chairman. 

D.  Schenck,  Jr., 

Secretary. 


ANNUAL  MEETING. 

Wintson,  Nov.  14,  1888. 
The  stockholders  of  the  N.  C.  Midland  Railway  met 
at  the  office  of  the  First  National  Bank  of  Winston,  on 
the  14th  day  of  Nov.  1888.  Upon  a  call  of  the  names  of 
the  shareholders  it  appeared  that  the  President  of  the 
Company  was  not  present,  and  no  business  coming  before 
the  meeting,  on  motion  of  Geo.  W.  Hinshaw  the  meeting 
adjourned  until  the  24th  inst.,  and  the  Secretary  was  au- 
thorized and  instructed  to  notify  the  shareholders  by 
postal  of  the  adjourned  meeting  to  take  place  on  the  24th 
of  November,  1888. 

J.  W.  ALSPAUGH, 
Secretary  and  Treasurer. 


36 

ANNUAL  MEETING. 

Winston,  Nov.  24,    ii 

Stockholders  meeting  of  the  N,  C.  Midland  Railway 
Co.  held  at  Winston  this  day,  being  an  adjourned  meet- 
ing of  the  annual  meeting  of  the  14th  inst.  On  motion  by 
Col.  J.  T.  Morehead,  Hon.  T.  J.  Wilson  was  called  to  the 
chair,  and  J.  W.  Alspaugh  was  elected  Secretary  for  the 
meeting. 

On  further  motion  by  Col.  Morehead,  J.  W.  Fries  and 
Geo.  W.  Hinshaw  were  appointed  a  committee  to  certify 
proxies.  Upon  a  call  of  the  list  of  stock  -the  committee 
reported  3,376  shares  represented  out  of  4,503,  and  that  a 
majority  of  all  the  shares  was  represented  in  the  meeting. 
Report  filed.  Col.  Morehead  made  a  verbal  report  and 
offered  the  following  resolutions,  which  were  adopted,  to- 
wit: 

Resolved,  That  article  11  of  the  By-LaAvs  of  the  stock- 
holders and  the  resolution  passed  at  the  meeting  held  in 
Greensboro,  June  29th,  1887,  be  amended,  so  as  to  read: 
The  administration  of  the  affairs  of  the  Company  shall  be 
vested  in  a  board  of  13  directors.  The  directors  shall  be 
elected  annually  by  the  stockholders  by  ballot  and  they 
shall  elect  one  of  their  number  President  and  one  Vice- 
President. 

WHEREAS,  The  interests  of  this  Company  and  of  its 
stockholders  require  that  the  steps  necessary  to  build, 
construct,  equip  and  put  into  operation  its  anthorized  line 
of  railroad  from  a  point  at  or  near  the  town  of  Winston, 
North  Carolina,  to  a  point  at  or  near  the  town  of  Mocks- 
ville,  North  Carolina,  and 

Whereas,  To  facilitate  such  objects  it  is  deemed  to 
be  judicious  and  proper  that  the  stockholders  should  in- 
vest the  directors  with  full  power  to  act  and  proceed  in 
all  or  any  matters  in  the  premises  which  might  otherwise 
require  action  by  the  stockholders,  therefore  be  it 


:>/ 

Resolved,  That  the  Board  of  Directors  be,  and  hereby 
us,  fully  authorized  and  empowered  to  cause  to  be  made 
all  necessary  surveys  and  locations  of  the  line  of  railroad 
of  this  Company,  extending  from  a  point  at  or  near  the 
town  of  Winston,  in  the  County  of  Forsyth,  and  State  of 
North  Carolina  to  a  point  at  or  near  the  town  of  Mocks- 
ville,  in  the  County  of  Davie,  in  said  State,  and  do  all 
acts,  and  make  all  contracts,  in  the  name  and  on  behalf 
of  the  Company,  which  in  its  judgment  may,  from  time 
to  time,  be  requisite  to  locate  and  secure  the  right-of- 
way  for  said  railroad,  and  to  fully  and  properly  build  arid 
construct  the  same,  with  necessary  road-bed,  rails,  bridges, 
trestles,  fixtures,  depots,  workshops,  tenements,  yards 
and  other  appurtenances,  and  to  fully  and  effectively 
equip  the  same  with  locomotives,  cars,  and  other  rolling 
stock,  and  appurtenances  thereto,  and  to  provide  the 
ways  and  means  necessary  thereto  and  therefor,  and  that 
the  said  Board  of  Directors  be,  and  hereby  is,  fully  au- 
thorized and  empowered  in  its  discretion  to  contract  in 
the  name  and  on  behalf  of  this  Company  with  any  per- 
sons, parties  or  corporations,  in  order  to  carry  out  and 
accomplish  the  objects,  ends  and  purposes  aforesaid. 

BY-LAW. 

Resolved,  That  the  following  be,  and  hereby  is,  adop- 
ted as  a  by-law  of  this  Company  to  be  in  force  from  and 
after  this  date,  viz: 

Art.  XIX — The  Board  of  Directors  may  appoint  an 
executive  committee  to  consist  of  two  members,  exclusive 
of  the  President,  who  shall  be  ex-officio  a  member  and 
Chairman  thereof,  which  committee,  acting  by  a  majority 
of  its  members,  shall  have  and  exercise  all  the  powers  of 
the  Board  of  Directors  in  the  management  of  the  business 
and  affairs  of  the  Company,  subject    to    such    special   di- 


3S 

rections  in  regard  thereto  as  the   Board  of  Directors  may 
give. 

Said  committee  shall  meet  at  such  times  and  places  as 
it  may  determine,  and  shall  keep  a  record  of  all  its  pro- 
ceedings, and  report  the  same  to  the  Board  as  may  by  it 
be  requested. 

The  meeting  now  proceeded  to  the  election  of  a  new 
Board  of  Directors,  which  resulted  as  follows,  upon  a 
stock  vote:  , 

J.  Hc^wSffran,  of  N.  Y.;  C.  S.  Brice,  of  N.  Y.;  W.  G. 
Oakman,  of  N.  Y;  J.  A.  Rutherford;  J.  C.  Mauen;  J. 
Turner  Morehead,  Leaksville;  J.  W.  Fries,  Salem;  A. 
Leazar,  Moorsville;  G.  W.  Hinshaw,  Winston;  F.  M. 
Johnson,  Farmington;  W.  C.  Wilson,  Mocksville,  A.  B. 
Andrews,  Raleigh. 

Blank  to  be  supplied  by  the  Board  of  Directors. 

On  motion  the  meeting  adjourned. 

J.  W.  ALSPAUGH, 

Secretary. 


DIRECTORS  MEETING. 

Raleigh,  N.  C.  January,  16,  1889. 

Subject  to  the  call  of  the  President  the  Directors  of  the 
North  Carolina  Midland  R.  R.  Co.  met  in  the  office  of 
Col.  A.  B.  Andrews;  the  following  gentlemen  were  present: 

J .  Turner  Morehead,  A.  Leazar,  G.  W.  Hinshaw,  J.  W. 
Fries,  F.  M.  Johnson  and  A.  B.  Andrews. 

On  motion  of  Col.  Andrews  Hon.  T.  B.  Baily  was 
elected  to  fill  the  place  in  the  Board  of  Directors  left  open 
by  the  stockholders  attheir  meeting  November  24th,  1888. 

Maj.  J.  Turner  Morehead  resigned  the  Presidency  and 
on  motion  Col.  A.  B.  Andrews  was  elected  to  fill  the  va- 
cancy. On  motion  Maj.  J.  Turner  Morehead  was  elected 
Vice-President. 

Mr.  R.  Brooke    was   elected    Secretary    in  the  place  of 


39 

Col.  J.  W.  Alspaugh,  and  H.  W.    Miller  Assistant  Secre- 
tary. 

Mr.  John  W.  Hall  elected  Treasurer. 
There  being  no  other  business  before  the  Directors  they 
adjourned  to  meet  subject  to  call  of  President. 

H.   W.  MILLER, 
Assistant  Secretary. 


ANNUAL  MEETING. 

Winston,  N.  C,  Nov.  13,  1889. 

The  stockholders  of  the  N.  C.  Midland  R.  R.  Co.  met  as 
per  by-laws;  there  not  being  sufficient  shares  represented 
the  meeting  was  adjourned  to  meet  the  14th  day  of  March, 
1890. 

H.  W.  MILLER, 
Assistant  Secretary. 


4° 

CHAPTER   37.— AN  ACT 

To   Incorporate   the    Dan   Valley   and   Yadkin 
River  Narrow-Guage  Railroad  Company. 

Approved  January  27,   1879. 

1.  Be  it  enacted  by  the  general  assembly  of  Virginia, 
That  it  shall  be  lawful  to  open  books  of  subscription  at 
the  town  of  Danviile,  Virginia,  and  such  other  places  as 
the  commissioners  hereinafter. named  shall  designate,  un- 
der the  direction  of  C.  G.  Holland,  E.  B.  Withers,  F.  M. 
Hamlin,    Daniel   Coleman,    F.    B.  Gravely,    Charles    W. 

Venable, Smith,  J.  T.  Morehead,  Peter  W.  Hairston, 

J.  G.  Brodnax,  Joseph  H.  Scales,  S.  G.  Sheffield,  W.  T. 
Sutherlin,  J.  M.  Neal,  J.  E.  Schoolfield,  W.  P.  Robinson, 
J.  R.  Wilson,  R.  R.  Robinson,  John  F.  Rison,  R.  L.  Hick- 
son,  H.  W.  Cole,  T.  J.  Talbott,  H.  D.  Guerrant,  or  any 
five  of  them,  and  such  other  persons  as  they  may  appoint, 
for  the  purpose  of  receiving  subsrciptions  to  the  capital 
stock  of  the  Dan  Valley  and  Yadkin  River  Narrow-Gauge 
Railroad  Company  to  an  amount  not  exceeding  five  hun- 
dred thousand  dollars,  in  shares  of  one  hundred  dollars 
each,  to  constitute  a  joint  capital  stock  for  the  construc- 
tion of  a  railroad  from  the  town  of  Danville,  Virginia,  up 
or  near  the  Dan  River  Valley  in  the  direction  of  Leaks- 
ville,  North  Carolina,  to  the  North  Carolina  line. 

2.  Be  it  further  enacted,  That  whenever  fifty  thousand 
dollars  shall  have  been  subscribed  to  the  capital  stock  of  said 
road,  whether  by  individuals,  corporations,  cities,  or  towns, 
the  subscribers,  their  executors,  administrators, and  assigns, 
shall  be  and  they  are  hereby  declared  and  constituted  a  body 
politic  and  corporate,  under  the  name  and  style  of  The 
Dan  Valley  and  Yadkin  River  Narrow-Guage  Railroad 
Company,  and  as  such  shall  be  entitled  to  all  the  privi- 
leges conferred  and  subject  to  all  the  restrictions  imposed 
by  the  Code  of  Virginia,  edition  of  eighteen  hundred  and 


4i 

seventy-three,  and  acts  amendatory  thereof,  so  far  as  the 
same  are  applicable,  and  not  inconsistent  with  this  act. 

3.  It  shall  be  lawful  to  secure  subscription  to  the  capi- 
tal stock  of  said  company  in  money,  labor,  land,  or  ma- 
terials, such  as  timber,  stone,  lumber,  or  supplies  of  any 
kind  usually  required  in  the  construction  of  a  railroad; 
and  it  shall  also  be  lawful  to  receive  the  bonds  of  any  city, 
town,  county,  or  township  at  par  in  payment  of  subscrip- 
tions; and  said  company  may  also  acquire  land  by  gift  or 
purchase,  and  shall  have  power  to  hold  and  sell  the  same 
for  the  construction  or  repair  of  their  road,  for  depots,  or 
other  necessary  purposes. 

4.  The  said  company  shall  have  power  to  build  branch 
or  lateral  roads,  not  exceeding  twenty-five  miles  in 
length,  to  connect  with  any  mines,  iron  works,  or  other 
manufactories. 

5.  Subscriptions  to  the  capital  stock  of  this  company 
may  be  made  by  individuals,  the  town  of  Danville,  and 
by  any  city,  town,  county  or  township,  and  by  any  rail- 
road company,  or  any  mining  or  manufacturing  com- 
pany. 

6.  It  shall  be  lawful  for  said  railroad  company  to  bor- 
row money  for  the  construction,  maintenance,  and  repair 
of  its  road  or  any  branch  thereof;  and  also  to  issue  bonds, 
and  secure  the  same  by  mortgaging  its  property  and 
franchises,  or  otherwise. 

7.  It  shall  be  lawful  for  said  company  to  lease  out  its  road, 
property,  rights  and  franchises  to  individuals,  or  to  any 
other  company  or  corporation;  also  to  lease  the  road,  prop- 
erty, rights  and  franchises  of  any  other  company  con- 
necting with  said  company's  road;  also  to  consolidate  its 
stock  and  property  with  that  of  any  other  company  con- 
necting with  it,  whether  chartered  by  this  or  any  other 
state;  also  to  make  any  contract  or  agreement  by  which 
the  road-bed  and  rolling  stock  of  said  company,  or    any 


42 

part  thereof,  may  be  constructed  and  used,  in  whole  or  in 
part,  by  the  Danville  and  New  River  narrow-gauge  rail- 
road company,  or  any  other  company  whose  line  of  rail- 
road shall  connect  with  said  company's  road. 

8.  Whenever  the  company  and  the  land  owners  cannot 
agree  for  the  use  of  land  along  the  line  of  the  company's 
road,  commissioners  shall  be  appointed,  as  provided  for 
by  law,  to  ascertain  the  value  of  the  same.  Said  com- 
missioners so  appointed  shall,  on  ascertaining  the  dam- 
ages, take  into  consideration  the  advantages  and  benefits 
to  accrue  to  such  land  owner  by  the  construction  of  said 
road  through  his  or  her  land. 

9.  It  shall  be  lawful,  with  the  consent  of  North  Carolina, 
for  the  company  organized  under  this  charter  to  extend 
its  road  into  the  state  of  North  Carolina  at  or  near  Leaks- 
ville. 

10.  This  act  shall  be  in  force  from  its  passage. 


CHAPTER  255.— AN  ACT 

To  Amend  the  Charter  of  the  Dan  Valley  and 
Yadkin  River  Railroad  Company. 

Approved  March  3,  1879. 

Be  it  further  enacted,  That  by  and  with  the  consent  of 
the  State  of  North  Carolina,  the  Dan  Valley  and  Yadkin 
river  narrow-gauge  railroad  company  shall  have  the  right 
to  extend  its  road,  with  all  the  rights,  privileges  and 
franchises  given  and  granted  under  and  by  this  charter 
into  the  State  of  North  Carolina,  through  the  counties  of 
Rockingham,  Forsythe,  Stokes,  Yadkin  and  Wilkes,  or 
either  of  them,  and  such  other  counties  as  may  be  neces- 
sary to  reach  the  most  desirable  connection  with  any 
other  railroad,  and  the  crossing  of  the  mountains  to  the 
Tennessee  line. 


43 
Danville,  Va.,  Aug.  31st,  1880. 

At  a  meeting  of  the  stockholders  of  the  Dan  Valley  and 
Yadkin  River  Narrow  Gauge  Railroad,  held  at  the  office 
of  E.  B.  Withers,  Danville,  Va.,  at  10  o'clock,  a.  m.,  this 
day  in  accordance  with  the  notice  heretofore  published 
in  the  Danville  Post,  the  following  resolutions  were 
adopted: 

WHEREAS,  The  commissioners  have  reported  that  the 
requisite  amount  of  stock  has  been  subscribed  to  organize 
the  company  and  the  amount  of  two  per  centum  paid 
thereon  as  the  law  directs.     Therefore,  be  it 

Resolved,  That  we  proceed  to  organize  the  Com- 
pany. 

On  motion  of  W.  T.  Sutherlin,  Col.  E.  B.  Withers  was 
elected  chairman  and  F.  M.  Hamlin,  Secretary. 

On  motion  it  was  resolved  that  this  meeting  adjourn  to 
meet  on  Wednesday,  September  15th,  at  the  office  of  E. 
B.  Withers,  Danville,  Va,,  at  11  o'clock,  a.  m. 

E.  B.  WITHERS, 

Chairman. 

F.  M.  Hamlin, 

Secretary. 


Danville,  Va.,  Sept.  15th,  1880.. 

At  an  adjourned  meeting  of  the  stockholders  of  the  Dan 
Valley  and  Yadkin  River  Narrow-Guage  Railroad  held 
at  the  office  of  E.  B.  Withers,    pursuant  to  adjournment, 

On  motion  ofThos.  J.  Talbott  the  meeting  adjourned 
to  meet  at  10  o'clock,  September  16th,  at  the  office  of  E. 
B.  Withers. 

E.  B.  WITHERS, 

Chair  mail. 

F.  M.  Hamlin, 

Secretary. 


44 

Danville,  Va.,  Sept.  16th,  1880. 

At  a  meeting"  of  the  stockholders  of  the  Dan  Valley  and 
Yadkin  River  Narrow  Gauge  Railroad  held  at  the  office 
of  E.  B.  Withers,  this  day  at  10  o'clock,  a.  m.,  .pursuant 
to  adjournment, 

The  Chairman  on  motion  appointed  a  Committee  of 
Col.  A.  S.  Buford,  T.  J.  Talbott  and  W.  T.  Sutherlin,  to 
ascertain  and  report  if  a  majority  of  the  stock  subscribed 
was  represented.  The  committee  reported  fifty-five 
shares  of  stock  represented  in  person  and  proxy,  being  a 
majority  of  the  stock  subscribed. 

On  motion  of  Major  W.  T.  Sutherlin  it  was  moved  and 
seconded  that  the  company  be  organized  by  the  election 
of  a  President,  and  board  of  six  directors:  Col.  A.  S.  Bu- 
ford was  nominated  and  unanimously  elected  President 
of  the  company.  The  names  of  the  following  gentlemen 
suggested  by  Major  W.  T.  Sutherlin  Were  eleeted  the 
the  board  of  directors,  viz: 

E.  B.  Withers,  Thos.  J.  Talbott, 

A.  Y.  Stokes,  T.  M.  Logan, 

John  P.  Branch,  F.  M.  Hamlin. 

1.  On  motion  it  was  resolved  that  the  President  and 
board  of  directors  be  authorized  to  prepare  and  adopt  for 
the  government  of  the  Company  such  by-laws  and  regu- 
lations as  they  shall  deem  necessary,  and  to  appoint  such 
additional  officers  and  agents  of  the  company,  as  they 
shall  from  time  to  time  find  necessary  for  the  proper  or- 
ganization and  conduct  of  the  company's  affairs,  and 
work;  and  shall  prescribe  the  compensation  to  be  paid  to 
ail  the  officers  and  agents  of  the  Company. 

2.  Resolved,  That  the  board  of  directors  shall  be  au- 
thorized in  their  discretion  to '  appoint,  out  of  their  own 
body,  a  Vice-President,  with  such  authority  and  duties  as 
in  their  judgement  may  be  necessary  and  useful. 


45 

3-  Resolved,  That  the  board  be  authorized  and  request- 
ed to  provide  as  soon  as  practicable  for  such  surveys  of 
the  proposed  line  of  road  in  their  State  and  to  take  such 
steps  towards  its  extension  as  contemplated  in  the  State 
of  North  Carolina  as  in  their  judgement  will  best  forward 
the  early  and  successful  progress  of  the  enterprize. 

4.  Resolved,  That  the  President  and  Board  of  Directors 
be  and  they  are  hereby  authorized,  to  call  for  payment 
of  subscription  as  may  be  requisite,  and  to  take  such 
steps  for  obtaining  additional  subscription  as  they  think 
proper  and  to  provide  as  they  may  find  practicable  the 
necessary  means  of  prosecuting  the  company's  work  with 
energy  and  dispatch. 

5.  Resolved,  That  the  regular  annual  meeting  of  the 
stockholders  of  this  company  be  held  on  the  2nd  Wed- 
nesday of  November  of  each  year  in  the  city  of  Danville, 
Va.,  or  at  such  other  place  as  may  be  designated  by  the 
President  and  board  of  Directors.     Adopted. 

6.  On  motion  of  Col.  A.  S.  Buford  the  meeting  ad- 
journed. 

E.  B.  WITHERS, 

CJiairman, 

F.  M.  Hamlin,- 

Secretary, 


Richmond,  Va.,  Feb.  24th,  1883. 

A  general  meeting  of  the  stockholders  of  the  Dan 
Valley  and  Yadkin  River  Narrow-Gauge  Railroad  Com- 
pany was  held  at  the  office  of  the  Richmond  and  Dan- 
ville Railroad  Company,  at  12  o'clock,  M.,  this  day, 
pursuant  to  the  following  notice  duly  published  accord- 
ing to  law,  for  thirty  days  in  the  Richmond  Dispatch, 
viz  : 

"  NOTICE. — A    General    Meeting  of  the    Stockholders 


46 

of  the  Dan  Valley  and  Yadkin  River  Narrow-Guage 
Railroad  Company  will  be  held  at  the  office  of  the 
Richmond  and  Danville  Railroad  Company,  in  the 
City  of  Richmond,  Va.,  on  the  24th  day  of  Feb.  1883, 
at  12  o'clock,  M. 

By  order  of  the  Board  of  Directors. 

A.  S.  BUFORD, 

President." 

The  meeting  was  called  to  order  by  A.  S.  Buford, 
President  of  the  Company;  And,  on  his  motion,  A.  Y. 
Stokes,  Esq,,  was  called  to  the  chair,  and  R.  Brooke  was 
requested  to  act  as  Secretary  of  the  meeting. 

The  Chairman  requested  the  Secretary  to  ascertain 
and  report  whether  or  not  a  quorum  of  the  Stockholders 
was  present,  and  the  Secretary  reported  that  all  of  the 
stock  of  the  Company,  being  fifty-five  (55).  shares,  was 
represented  in  the  meeting,  either  by  stockholders  in 
person,  or  by  their  proxies,  duly  appointed. 

The  President  stated,  that  the  meeting  had  been  called 
for  the  purpose  of  taking  such  action  as  the  stockholders 
might  deem  proper,  on  an  agreement  between  this  Com- 
pany and  the  North  Carolina  Midland  Railroad  Com- 
pany, providing  for  a  consolidation  of  the  two  Companies, 
which  said  Agreement  had  been  approved  by  the  North 
Carolina  Midland  Railroad  Company,  through  its  Board 
of  Directors  and  Stockholders,  and  by  the  Board  of  Di- 
rectors of  this  Company  on  the  20th  day  of  January,  1883, 
subject  to  the  ratification  of  the  stockholders,  and  which 
was  in  the  following  words  and  form,  to-wit: 

This  Agreement  made  this  22nd  day  of  January,  1883, 
between  the  North  Carolina  Midland  Railroad  Company, 
a  Company  chartered  and  existing  under  the  laws  of  the 
State  of  North  Carolina,  of  the  first  part,  and  the  Dan 
Valley  and  Yadkin  River  Narrow-Guage  Railroad  Com- 


47 

pany,  a    Company  chartered  and  existing  under  the  laws 
of  the  State  of  Virginia,  of  the  second  part,  Witnesseth: 

That  it  is  mutually  Covenanted  and  agreed: 

i.  That,  in  accordance  with  powers  granted  the  first 
named  of  said  contracting  Companies  by  the  laws  of  the 
State  of  North  Carolina,  and  under  and  by  virtue  of 
the  powers  granted  the  second  of  said  contracting 
Companies  by  its  charter,  the  said  two  Companies, 
parties  to  this  Agreement,  on  and  after  the  1st  day  of 
March,  1883,  shall  be,  and  hereby  are  of  that  date  con- 
solidated into  one  corporation,  which  shall  be  known 
under  the  name  and  style  of  "  The  North  Carolina  Mid- 
land Railroad  Company"  under  which  name  it  shall  sue 
and  be  sued,  contract  and  be  contracted  with,  and  pos- 
sess and  exercise  all  the  rights,  powers  and  franchises 
granted  to  each  of  said  Companies  under  their  respective 
charters  and  by  the  general  laws  of  the  said  two  States  of 
Virginia  and  North  Carolina. 

2.  The  terms  and  conditions  of  said  Consolidation  of 
said  two  Companies  shall  be: 

1.  That  the  capital  stock  of  said  consolidated  and  new- 
ly created  Company  shall  be  One  Million  five  hundred 
thousand  dollars  ($1,500,000,)  divided  into  shares,  the 
par  value  of  which  shall  be  One  hundred  dollars,  and  the 
holder  of  each  share  of  stock  in  the  Component  Compa- 
nies respectively  shall  be  entitled  to  receiye  in  lieu  there- 
of one  share  of  the  capital  stock  of  the  consolidated  Com- 
pany, and  after  this  Agreement  has  been  fully  consum- 
mated and  has  taken  effect  the  holder  of  such  share  in 
the  component  companies,  shall  be,  without  further  and 
more  formal  transfer,  entitled  to  exercise  all  the  rights 
and  powers  of  a  stockholder  in  said  consolidated  Compa- 
ny. 

2.  This  joint  agreement  shall  be    carried    into  effect  in 


48 

the  mode  prescribed  by  the  laws  of  the  State  of  North 
Carolina,  and  by  the  charter  of  said  Dan  Valley  and  Yad- 
kin River  Narrow-Gauge  Railroad  Company. 

3.  There  shall  be  for  said  Consolidated  Railroad  Com- 
pany, a  President,  a  Vice  President  and  twelve  Directors, 
whose  names  and  residences  shall  be,  until  their  suc- 
cessors are  elected,  as  follows: 

President,  John  S.  Barbour,  Alexandria,  Va.,  Vice- 
President,  J.  Turner  Morehead,  Leaksville,  N.  C. 

DIRECTORS: 

A.  S.  BuFORD,  Richmond,  Va. 

A.  Y.  Stokes, 

A.  Leazar,  Mooresville,  N.  C. 

W.  C.  Wilson,  Mocksville, 

A.  M.  Booe, 

C.  H.  Wiley,  .  Winston,  N.  C. 

John  W.  Fries,  Salem,     : 

L.  W.  Anderson,  Stokes  Co., 

Peter  W.  Hairston,  '•        "  " 

J.  M.  Vauchan,  Madison, 

C.  G.  Holland,  Danville,  Va. 

J,  Turner  Morehead,  Leaksville,  N.  C. 

The  President  and  Directors  of  said  Company  shall 
hereafter  be  annually  elected  by  the  stockholders  of  said 
consolidated  Company  at  their  Annual  Meeting  to  be 
held  at  such  time  and  place  as  by  the  By-Laws  of  said 
Company  may  be  prescribed.  The  Vice  President,  shall 
be  elected  by  the  Board  of  Directors. 

4.  It  shall  be  the  duty  of  the  Board  of  Directors  of  the 
consolidated  Company,  within  twelve  months  after  the 
consolidation  proposed  in  this  Argeement  has  been  fully 
consummated,  to  call  a  general  meeting  of  the  stock- 
holders of  said  Company  at  which  meeting  a  President 
and  Board  of  Directors  shall  be  elected  to  succeed   those 


49 

herein  named,  and  all  necessary  By-Laws,  rules  and 
regulations  shall  be  adopted  for  the  proper  government 
of  said  Company. 

Until  said  meeting  is  held,  said  Company  shall  be  con- 
trolled in  accordance  with  the  general  laws  governing 
like  corporations. 

3.  The  said  component  Companies  shall  at  once  take 
such  steps  as  may  be  necessary  to  consummate  this 
Agreement,  whether  prescribed  by  the  respective  char- 
ters of  said  Companies,  the  Acts  of  Assembly  of  the 
States  of.  Virginia  and  North  Carolina,  or  the  general 
laws  governing  corporations  of  like  powers  and  franchises- 

This  Agreement  is  signed  by  John  S.  Barbour,  the 
President  of  the  North  Carolina  Midland  Railroad  Com- 
pany, and  the  seal  of  said  Company  is  hereto  affixed,  in 
obedience  to  a  resolution  of  the  Board  of  Directors  of 
said  Company  adopted  on  the  15th  day  of  November, 
1882,  and  it  is  signed  by  A.  S.  Buford,  the  President  of 
the  Dan  Valley  and  Yadkin  River  Narrow-Gauge  Rail- 
road Company,  and  the  seal  of  said  Company  is  hereto 
affixed,  in  obedience  to  a  resolution  of  the  Board  of  Di- 
rectors of  said  Company,  adopted  on  the  20th  day  of 
January,  1883. 

And  this  Agreement  is  attested  by  the  signatures  of 
said  Presidents  and  the  affixing  of  the  said  seals  of  said 
Companies  respectively  to  this  paper. 

A.  S.  BUFORD, 
President  of  the  Dan    Valley  and  Yadkin  River  Narrow-  Guage 

[seal.]  Railroad  Company. 

And,  after  full  consideration  of  the  said  Agreement, 
on  motion,  the  following  resolution  was  unanimously 
adopted,  viz: 

Resolved,  That  the  Agreement  of  consolidation  be- 
tween this  Company    and    the    North   Carolina    Midland 


So 

Railroad  Company,  a  copy  of  which  has  been  submitted 
to  this  meeting,  which  the  President  was  authorized  to 
execute  by  the  Board  of  Directors  of  this  Company  sub- 
ject, however,  to  the  approval  and  satisfaction  of  the 
stockholders  in  general  meeting  assembled,  and  which 
ha's  already  been  approved  and  authorized  by  the  stock- 
holders of  the  North  Carolina  Midland  Railroad  Compa- 
ny, be  and  the  same  is  hereby  ratified  and  confirmed. 

There  being   no  further  business  before    the   meeting, 
on  motion,  the  meeting  adjourned. 

A,  Y.  STOKES, 

Chairman. 

R.  Brooke, 

Secretary. 


CHAPTER   23.— AN  ACT 

to  allow  leaksville  township,  in  rockingham 

county,  to  subscibe  to  the  capital  stock  of 

a  Railroad. 

The  General  Assembly  of  North  Carolina  do  enact: 

SECTION  I.  That  Leaksville  township,  in  Rockingham 
county,  and  any  other  township  in  said  county,  shall  have 
power  and  authority  to  subscribe  for  and  take  any  num- 
ber of  shares  of  the  capital  stock  of  the  "  Dan  Valley  and 
Yadkin  River  Railroad  Company,"  or  of  any  other  rail- 
road company,  which  has  been  or  may  hereafter  be  char- 
tered to  run  through  said  county,  that  a  majority  of  the 
legal  voters  of  any  such  township  may  elect  to  take  there- 
in:  Provided,  that  the  valuation  of  the  shares  so  subscribed 
for  shall  not  exceed  (5)  five  per  cent,  of  taxable  prop- 
erty of  such  township. 

Sec.  2.  That  upon  the  written  application  of  thirty  res- 
idents and  tax-payers  of  any  such  township,  specifying 
the   amount  which  it  is    desired    that    the  said  township 


5i 

shall  subscribe  for  in  the  capital  stock  aforesaid,  subject 
to  the  aforesaid  limitations,  it  shall  be  the  duty  of  the 
county  commissioners  to  appoint  a  day  on  which  an  elec- 
tion shall  be  held  in  such  township  in  the  manner  pre- 
scribed by  law  for  holding  other  elections,  at  which  said 
election  the  legally  qualified  voters  of  such  township  shall 
be  entitled  to  vote  for  or  against  such  subscription,  the 
legally  qualified  voters  favoring  subscription  to  vote  bal- 
lots written  or  printed  "subscription,"  and  those  opposing 
subscription  to  vote  ballots  writen  or  printed  "no  sub- 
scription." The  election  herein  provided  for  shall  be  held 
after  thirty  (30)  days  notice  at  the  court  house  door  and 
in  three  other  public  places  in  said  township,  at  the  usual 
voting  places  of  such  township,  by  persons  appointed  by 
the  county  commissioners  aforesaid  in  the  same  manner 
that  persons  are  appointed  for  holding  other  elections  in 
such  township,  and  the  returns  thereof  shall  be  made  to 
the  county  commissioners  aforesaid  as  in  other  elections 
prescribed  by  law,  and  who  shall  examine  the  same  and 
declare  the  result,  and  the  commissioners  shall  meet  for 
this  purpose  at  the  court  house  on  the  day  after  the  elec- 
tion or  at  their  next  regular  meeting. 

Sec.  3.  And  the  result  of  said  election  as  declared  by 
said  commissioners  shall  be  certified  to  by  said  county 
commissioners  under  their  hands  and  seal,  and  shall  be 
filed  with  the  register  of  deeds  of  said  county,  and  shall 
be  taken  as  evidence  of  the  same  in  any  of  the  courts  of 
this  State. 

Sec.  4.  If  the  result  of  such  election  shall  show  that  a 
majority  of  the  qualified  voters  of  such  township  favor 
taking  the  amount  of  stock  voted  for  in  such  election,  then 
the  said  county  commissioners  shall  appoint  a  board  of 
trustees,  to  be  composed  of  five  (5)  resident  tax-payers  of 
any  such  township,  who  shall  issue  the  bonds  of  said  town- 
ship to  an  amount  not  exceeding  the  amount  voted  for  in 


5? 

said  election,  in  sums  of  one  hundred  dollars  and  multi- 
ples thereof  to  one  thousand  dollars,  running  thirty  years 
from  date  and  bearing  interest  at  eight  per  centum,  pay- 
able semi-annually,  evidenced  by  coupons  on  said  bonds, 
and  said  board  of  trustees  may  deliver  said  bonds  to  said 
railroad  company,  or  may  sell  the  bonds  and  deliver  the 
proceeds  to  said  company,  the  said  company,  in  either  case 
issuing  to  the  said  trustees  for  the  use  and  benefit  of  said 
township,  stock  in  said  company  to  the  amount  of  the 
subscription  so  voted  as  aforesaid  or  any  part  thereof. 

Sec.  5.  That  to  provide  for  the  interest  on  said  bonds 
and  their  redemption  at  maturity  the  board  of  count)' 
commissioners  aforesaid  shall  in  addition  to  other  taxes, 
each  year  compute  and  levy  on  all  property  and  polls  of 
any  such  township,  preserving  the  constitutional  equa- 
tion, a  sufficient  tax  to  pay  said  interest,  and  after  ten 
years  a  second  additional  tax  sufficient  to"  provide  each 
year  the  sum  of  one  thousand  dollars  for  a  sinking  fund, 
which  amount  shall  be  annually  paid  to  the  county  treas- 
urer or  other  officer  authorized  by  law  to  perform  his  du- 
ties, and  by  him  invested  in  said  bonds  and  the  amount 
of  tax  collected  for  interest  shall  be  paid  to  the  county 
treasurer  or  other  officer  as  aforesaid,  and  used  by  him  in 
the  prompt  and  regular  payment  of  the  coupons  on  said 
bonds.         t 

Sec.  6.  The  county  treasurer  or  other  officer  acting  as 
Such,  shall,  before  buyingthe  bonds  with  the  sinking  fund 
aforesaid,  advertise  for  the  purchase  of  said  bonds,  and  in 
case  none  are  offered  the  township,  through  the  treasurer 
or  other  officer  aforesaid,  shall  have  power  to  call  in  the 
bonds  aforesaid  in  whole  or  in  part  for  payment,  and  in 
case  the  treasurer  or  other  officer  aforesaid  shall  buy  the 
said  bonds  for  less  than  par  shall  be  entitled  to  receive 
only  what  he  actually  paid  for  the  same. 

SEC.  7.  The  capital  stock  held  by  any  such    township 


53 

voting  as  aforesaid,  in  any  such  railroad  aforesaid,  shall 
be  pledged  for  the  redemption  of  said  bonds  at  maturity, 
and  all  dividends  declared  upon  such  stock  shall  be  faith- 
fully applied  to  the  payment  of  the  coupons  on  such  bonds 
and  to  the  purchase  of  the  same,  and  be  paid  by  said  rail 
road  company  directly  to  the  officer  acting  as  county 
treasurer  aforesaid,  and  by  him  used  for  the  purpose  afore- 
said. 

Sec.  8.  In  advertising  the  day  of  election  aforesaid,  the 
board  of  commissioners  shall  specify  in  such  notice  not. 
only  the  amount  of  the  subscription  to  be  voted  on,  but 
also  in  what  company  it  is  proposed  to  subscribe  for  the 
capital  stock  aforesaid. 

Sec.  9,  This  act  shall  take  effect  from  its  ratification. 

Read  three  times  in  the  general  assembly  and  ratified 
the  8th  day  of  February,  A.  D.  1879. 


CHAPTER  60.— AN  ACT 

For   the   Benefit   of   the   Winston,    Salem  and 
mooresville  railroad  company. 

The  General  Assembly  of  North   Carolina  do  enact: 

SECTION  i.  The  board  of  directors  of  the  penitentiary 
shall,  on  application  of  the  chairman  of  the  board  of 
directors  of  said  railroad  company,  or  the  president  of 
said  road,  or  an  authorized  agent,  to  employ  on  said  road 
under  the  direction  of  the  authorities  of  said  road^  and 
under  such  guards  as  may  be  necessary,  as  many  con- 
victs as  in  the  opinion  of  the  chairman  of  the  board  of 
directors  of  said  railroad  company,  or  the  president  of 
said  road,  as  may  be  required,  not  to  exceed  one  hundred 
and  fifty,  said  convicts  to  be  governed  by  and  according 
to  prison  rules  and  regulations  and  under  the  supervision 
and  control  of  a  superintendent  appointed  by  and  subject 
to  the  penitentiary  board:  Provided,  however,  that  the  au- 


54 

thorities  of  the  road  upon  which  convicts  may  work  shall 
pay  the  hire  of  said  superintendent,  and  gaurd,  feed  and 
clothe  and  properly  care  for  said  convicts  while  employed 
upon  the  said  road:  Proz'icfed,  that  there  shall  be  an  esti- 
mate of  the  net  value  of  all  the  work  done  by  the  con- 
victs' labor  furnished  by  the  State  on  the  said  railroad  of 
the  said  company,  and  that  the  net  valueof  such  labor  shall 
be  a  first  mortgage  in  favor  of  the  State  upon,  the  property 
and  franchise  of  the  said  company.  The  value  of  the 
labor  of  said  convicts  shall  be  ascertained  by  two  com- 
missioners, one  to  be  appointed  by  the  governor  and  one 
to  be  selected  by  the  said  railroad  company. 

Sec.  2.  The  convicts  obtained  under  this  act  shall  be 
worked  upon  said  road  until  the  completion  of  the  grad- 
ing of  said  road. 

Sec.  3.  That  the  said  chairman  of  the  said  board  of 
directors  of  said  railroad  company,  or  the  president  of 
said  road,  shall  before  receiving  the  same  from  the  direc- 
tors of  the  penitentiary  aforesaid,  execute  a  receipt  stating 
the  names  of  said  convicts,  the  county  where  and  the 
offense  of  which  he  was  convicted,  and  the  term  of  his 
sentence;  and  at  the  expiration  of  the  sentence,  or  the 
completion  of  the  road,  the  president  of  the  said  road  shall 
deliver  the  said  convicts  to  the  authorities  of  the  peni- 
tentiary as  the  case  may  be. 

Sec.  4.  Nothing  in  this  act  contained  shall  be  con- 
strued to  interfere  with  or  take  away  any  of  the  convicts 
assigned  to  any  railroad  in  which  the  State  has  an  interest. 

SEC.  5.  That  this  act  shall  be  in  force  from  and  after  its 
ratification. 

Ratified  the  22nd  day  of  February,  A.  D.  1879. 


55 


CHAPTER  113.— -AN  ACT 

To   aid  in   the    Construction   of   the   Winston, 
Salem  and  Mooresville  Railroad. 

The  General  Assembly  of  North   Carolina  do  enact: 

SECTION  i  That  for  the  purpose  of  aiding  in  the  con- 
struction of  the  Winston,  Salem  and  Mooresville  Rail- 
road, the  following  named  counties,  towns,  and  townships 
are  authorized  in  the  manner  hereinafter  provided  to 
subscribe  not  exceeding  the  sums  herein  named  to  the 
capital  stock  of  said  railroad  company,  to- wit:  Davie 
county  not  exceeding  the  sum  of  fifty  thousand  dollars; 
the  town  of  Mocksville  not  exceeding  the  sum  often 
thousand  dollars  ;  the  township  of  Mocksville  not  exceed- 
ing the  sum  of  fifteen  thousand  dollars;  the  township  of 
Farmington  not  exceeding  the  sum  of  fifteen  thousand 
dollars;  the  township  of  Jerusalem  not  exceeding  the 
sum  often  thousand  dollars;  Coddle  Creek  township,  in 
Iredell  county,  not  exceeding  the  sum  of  twenty  thousand 
dollars;  the  townships  of  Mount  Ulla  and  Scotch  Irish, 
in  Rowan  county,  not  exceeding  the  sums  of  fifteen  thou- 
sand dollars  each;  the  townships  of  Forbush  and  Little 
Yadkin,  in  Yadkin  county,  not  exceeding  the  sums  often 
thousand  dollars  each,  and  the  township  of  Lewisville,  in 
Forsythe  county,  not  exceeding  the  sum  of  ten  thousand 
dollars. 

Sec.  2.  That  no  such  county,  town  or  township  shall 
be  authorized  to  make  any  such  subscription  unless  by  a 
vote  of  a  majority  of  all  the  voters  entitled  to  vote  therein, 
as  hereinafter  provided. 

Sec.  3.  The  several  townships  herein  mentioned  are 
created  municipal  corporations  and  bodies  politic  and 
corporate,  and  by  their  respective  township  names  may 
sue  and  be  sued,  implead  and  be  impleaded,  may  have 
and    use    a    corporate    seal,    and    do    all   such  other  acts 


56 

usually  pertaining"  to  municipal  corporations,  and  the 
justices  of  the  peace  for  each  of  said  township  shall  be 
the  board  of  trustees  of  each  township  respectively. 

SEC.  4.  Upon  the  written  request  of  one-fifth  of  all  the 
qualified  voters  in  Davie  county,  the  board  of  commis- 
sioners of  said  county  are  authorized  and  commanded  to 
cause  an  election  to  be  held  at  the  several  precincts  in 
said  county  for  the  purpose  of  submitting  to  the  qualified 
voters  thereof  the  question  of  subscribing  to  the  capital 
stock  of  said  railroad  company  a  sum  not  exceeding  fifty 
thousand  dollars,  the  exact  amount  of  said  subscription 
to  be  determined  by  the  wishes  of  those  signing  the  written 
request  or  petition  above  mentioned. 

SEC.  5.  If  a  majority  of  all  the  qualified  voters  of  Da- 
vie county  at  said  election  shall  vote  for  "  subscription," 
then  the  said  commissioners  shall  subscribe  the  sum  so 
voted  to  the  capital  stock  of  said  company,  and  shall  pay 
said  subscription  to  said  company  in  such  manner  as  said 
commissioners  shall  believe  to  be  best  to  promote  and  ad- 
vance the  construction  and  completion  of  said  railroad. 

SEC.  6.  In  payment  of  said  subscription  the  commis- 
sioners of  Davie  county  shall  issue  bonds  in  the  name  of 
said  county,  in  sums  of  one  hundred  dollars  and  in  mul- 
tiples thereof  to  one  thousand  dollars,  running  not  ex- 
ceeding twenty  years  from  date,  and  bearing  interest  at  a 
rate  not  exceeding  seven  per  cent.,  payable  semi-annual- 
ly, evidenced  by  coupons  on  said  bonds. 

SEC.  7.  To  provide  for  the  interest  on  said  bonds  and 
their  redemption  at  maturity,  the  board  of  commission- 
ers of  said  county  shall,  in  addition  to  the  other  taxes  in 
each  year,  compute  and  levy  upon  all  the  property  in  said 
county  a  sufficient  tax  to  pay  said  interest  and  provide 
a  sinking  fund  equal  to  five  per  centum  of  the  original 
principal  of  said  bonds,  which  amount  shall  be  annually 
paid  over  to  the    county  treasurer  and  invested  by  him  in 


57 

said  bonds  at  par;  and  the  amount  of  taxes  collected  for 
interest  shall  be  paid  to  said  county  treasurer  and  used 
by  him  in  the  prompt  and  regular  payment  of  the  cou- 
pons upon  said  bonds. 

SEC.  8.  The  capital  stock  held  by  said  county  in  said 
railroad  company  shall  be  pledged  for  the  redemption  of 
said  bonds  at  maturity,  and  all  dividends  declared  upon 
each  stock  shall  be  faithfully  applied  to  the  payment  of 
the  coupons  on  said  bonds,  and  shall  be  paid  by  said  com- 
pany directly  to  said  county  treasurer,  and  by  him  used 
for  such  purposes  and  no  other. 

Sec.  9.  Said  coupons  shall  be  receivable  in  payment  of 
all  taxes  due  to  the  county  of  Davie. 

Sec.  10.  Upon  the  written  request  or  petition  of  one- 
fifth  of  all  the  qualified  voters  of  the  town  of  Mocksville, 
the  municipal  authorities  of  said  town  are  authorized  and 
directed  to  cause  an  election  to  be  held  in  said  town  for 
the  purpose  of  submitting  to  the  qualified  voters  thereof 
the  question  of  subscribing  to  the  capital  stock  of  said 
railroad  company  a  sum  not  exceeding  ten  thousand  dol- 
lars, the  exact  amount  to  be  determined  by  the  wishes  of 
those  signing  the  written  request  or  petition  above  men- 
tioned. 

Sec.  11.  If  a  majority  of  all  the  qualified  voters  of  said 
town  at  said  election  shall  vote  for  "subscription,"  then 
the  municipal  authorities  of  said  town  shall  subscribe 
the  sum  so  voted  to  the  capital  stock  of  said  company, 
and  shall  pay  said  subscription  to  said  company  in  such 
manner  as  said  municipal  authorities  shall  believe  to  be 
best  to  promote  and  advance  the  construction  and  com- 
pletion of  said  railroad. 

Sec.  12.  In  payment  of  said  subscription  the  said  town 
shall  issue  bonds  and  levy  taxes  to  provide  for  the  pay- 
ment   of  the    coupons    and    a    sinking   fund  in  the  same 


58 

way  as  hereinbefore  authorized  to  be  done  by  Davie 
county. 

Sec.  13.  Upon  the  written  request  of  one-fifth  of  all  the 
qualified  voters  of  each  of  the  townships  of  Mocksville, 
Farmington  and  Jerusalem,  the  commissioners  of  Davie 
county  are  authorized  and  directed  to  cause  an  election 
to  be  held  in  said  townships  for  the  purpose  of  submit- 
ting to  the  qualified  voters  of  each  township  separately 
the  question  of  subscribing  to  the  capital  stock  of  said 
railroad  company  a  sum  not  exceeding  the  amounts  here- 
inbefore authorized  to  be  so  subscribed  by  each  town- 
ship respectively,  the  exact  amount  of  each  township 
subscription  to  be  determined  by  the  wishes  of  those 
signing  the  written  request  as  aforesaid.  But  this  section 
shall  not  be  in  force  if  the  county  of  Davie  shall  make 
the  subscription  hereinbefore  authorized. 

Sec.  14.  If  a  majority  of  all  the  qualified  voters  of 
either  of  said  townships  shall  at  said  election  vote  for 
"  subscription,"  then  the  said  county  commissioners  on 
behalf  of  such  township  shall  subscribe  the  sum  so 
voted  to  the  capital  stock  of  said  company,  and  shall  pay 
said  subscription  to  said  company  in  such  manner  as  the 
said  commissioners  on  consultation  with  the  justices  of 
the  peace  of  said  township  shall  believe  to  be  best  to  pro- 
mote and  advance  the  construction  and  completion  of 
said  railroad. 

.  Sec.  15.  In  payment  of  said  subscription  the  said  com- 
missioners .shall  issue  bonds  and  levy  taxes  on  all  the 
property  of  said  township  to  provide  for  the  payment  of 
the  coupons  and  a  sinking  fund  in  the  same  way  as  here- 
inbefore authorized  to  be  done  by  said  county  of  Davie. 

Sec.  16.  Upon  the  written  request  of  one-fifth  of  all  the 
qualified  ^voters  of  each  of  the  townships  of  Forbush  and 
Little  Yadkin  the  commissioners  of  Yadkin  county  are 
authorized  and  directed  to  cause    an  election  to  be  held 


59 

In  said  townships  for  the  purpose  of  submitting  to  the 
qualified  voters  of  each  township  separately  the  question 
of  subscribing  to  the  capital  stock  of  said  company  a  sum 
not  exceeding  the  amount  hereinbefore  authorized  to  be 
so  subscribed  by  each  township,  the  exact  amount  of 
each  township  subscription  to  be  determined  by  the 
wishes  of  those  signing  the  said  written  request. 

Sec.  17.  If  a  majority  of  all  the  qualified  voters  of 
either  of  said  townships  shall  at  said  election  vote  for 
"subscription,"  then  the  said  county  commissioners  on 
behalf  of  such  township  shall  subscribe  the  sum  so 
voted  to  the  capital  stock  of  said  company,  and  shall  pay 
said  subscription  to  said  company  in  such  manner  as  the 
said  commissioners  on  consultation  with  the  justices  of 
the  peace  of  said  township  shall  believe  to  be  best  to  pro- 
mote and  advance  the  construction  and  completion  of 
said  railroad. 

Sec.  18.  In  payment  of  said  subscription  the  said  com- 
missioners shall  issue  bonds  and  levy  taxes  on  all  the 
property  of  said  township  to  provide  for  the  payment 
of  the  coupons  and  a  sinking  fund  in  the  same  way  as 
hereinbefore  authorized  to  be  done  by  the  county  of 
Davie. 

SEC.  19.  Upon  the  written  request  of  all  [one-fifth]  the 
qualified  voters  of  Lewisville  township  the  commissioners  of 
Forsythe  county  are  authorized  and  directed  to  cause  an 
election  to  be  held  in  said  township  for  the  purpose  of 
submitting  to  the  qualified  voters  thereof  the  question 
of  subscribing  to  the  capital  stock  of  said  company  a  sum 
not  exceeding  ten  thousand  dollars,  the  exact  amount  to 
be  determined  by  the  wishes  of  those  signing  the  said 
written  request. 

SEC.  20.  If  a  majority  of  all  the  qualified  voters  of  said 
township  shall  vote  for  "  subscription,"  then  the  commis- 
sioners   of  Forsythe    county   on    behalf  of  said  township 


6o 

shall  subscribe  the  sum  so  voted  to  the  capital  stock  of 
said  company  in  such  manner  as  said  commissioners  on 
consultation  with  the  justices  of  the  peace  of  said  town- 
ship shall  believe  to  be  best  to  promote  and  advance  the 
construction  and  completion  of  said  railroad. 

Sec.  21.  In  payment  of  said  subscription  the  said  com- 
missioners shall  issue  bonds  and  levy  taxes  on  all  the 
property  of  said  township  to  provide  for  the  payment  of 
the  coupons  and  a  sinking  fund  in  the  same  way  as  here- 
inbefore authorized  for  Davie  county. 

SEC.  22.  Upon  the  written  request  of  one-fifth  of  all  the 
qualified  voters  of  Mount  Ulla  and  Scotch  Irish  town- 
ships the  commissioners  of  Rowan  county  are  authorized 
and  directed  to  cause  an  election  to  be  held  in  said  town- 
ships for  the  purpose  of  submitting  to  the  qualified  voters 
of  each  township  separately  the  question  of  subscribing 
to  the  capital  stock  of  said  company  a  sum  not  exceeding 
the  amounts  hereinbefore  authorized  to  be  so  subscribed 
by  each  township,  the  exact  amount  of  each  township  sub- 
scription to  be  determined  by  the  wishes  of  those  signing 
the  said  written  request. 

Sec.  23.  If  a  majority  of  all  the  qualified  voters  of 
either  of  said  townships  shall  at  said  election  vote  for 
"  subscription,"  then  the  county  commissioners  of  Rowan 
county  on  behalf  of  such  township  shall  subscribe  the 
sum  so  voted  to  the  capital  stock  of  said  company  in  such 
manner  as  the  said  commissioners  on  consultation  with 
the  justices  of  the  peace  of  said  township  shall  believe  to 
be  best  to  promote  and  advance  the  construction  and  com- 
pletion of  said  railroad. 

Sec.  24.  In  payment  of  said  subscription  the  said  com- 
missioners shall  issue  bonds  and  levy  taxes  on  all  the 
property  in  said  township  to  provide  for  the  payment  of 
the  coupons  and  a  sinking  fund  in  the  same  way  as  here- 
inbefore authorized  to  be  done  by  the  county  of  Davie. 


6i 

Sec.  25.  Upon  the  written  request  of  one-fifth  of  all  the 
voters  of  Coddle  Creek  township,  the  board  of  commis- 
sioners of  Iredell  county  are  authorized  and  directed  to 
•cause  an  election  to  be  held  in  said  township  for  the  pur- 
pose of  submitting-  to  the  qualified  voters  thereof  the  ques- 
tion of  subscribing  to  the  capital  stock  of  said  railroad 
■company  in  a  sum  not  exceeding  twenty  thousand  dol- 
lars, the  exact  amount  to  be  determined  by  the  wishes  of 
those  signing  the  said  request. 

Sec.  26.  If  a  majority  of  ail  the  qualified  voters  of  said 
township  at  said  election  shall  vote  for  "  subscription,'1 
then  the  said  commissioners  shall  subscribe  on  behalf  of 
said  township  the  sum*  so  voted  to  the  capital  stock  of 
said  company,  in  such  manner  as  said  commissioners  on 
consultation  with  the  justices  of  the  peace  of  said  town- 
ship shall  believe  to  be  best  to  promote  and  advance  the 
construction  and  completion  of  said  railroad. 

Sec.  27.  In  payment  of  said  subscription  the  said  com- 
missioners shall  issue  bonds  and  levy  taxes  upon  all  the 
property  in  said  township  to  provide  for  the  payment  of 
the  coupons  and  a  sinking  fund,  in  the  same  way  as  here- 
inbefore authorized  to  be  done  by  the  county  of  Davie. 

Sec.  28.  At  every  election  herein  authorized,  those  in 
favor  of  subscribing  to  the  capital  stock  of  said  company 
shall  vote  a  written  or  printed  ticket  "for  subscription," 
and  those  opposed  shall  so  vote  "  against  subscription," 
and[each  election  shall  be  advertised  and  held  under  the 
same  rules  and  regulations  as  are  provided  for  the  election 
of  members  of  the  general  assembly. 

Sec.  29.  The  bonds  so  issued  shall  be  taken  by  said 
company  at  par. 

Sec.  30.  The  board  of  justices  of  the  peace  for  each 
township  and  their  successors  in  office  shall  represent  and 
vote  said  township  stock  at  any  regular  or  special  meet- 
ing of  said  company. 


62 

Sec.  jr.    This    act    shall  be   irr   force  from   its    rat- 
ification. 

Ratified  jth  day  of  March,  A.  L>.  1879. 


CHAPTER   131.— AN  ACT 
For  the   Benefit  of  the  Winston,  Salem  and* 

mookesville  railroad  company. 
The  General  Assembly  of  North   Carolina  do  enact: 

SECTION  I.  The  board  of  directors  of  the  penitentiary 
shall,  on  application  of  the  chairman  of  the  board  of  di- 
rectors of  said  railroad  company,  or  the  president  of  said 
road,  or  an  authorized  agent,  to  employ  on  said  road,  un- 
der the  direction  of  the  authorities  of  said  road,  and  under 
such  guards  as  may  be  necessary,,  as  many  convicts  as,  in 
the  opinion  of  the  chairman  of  the  board  of  directors  of 
said  railroad  company  or  the  president  of  said  road,  as 
may  be  required,  not  to  exceed  one  hundred  and  fifty; 
said  convicts  to  be  governed  by  and  according  to  prison 
rules  and  regulations,  and  under  the  supervision  and 
control  of  a  superintendent  appointed  by  and  subject  to 
the  penitentiary  board :  Provided,  however, .that  the  ?  uthori- 
ties  of  the  road  upon  which  said  convicts  may  work  shall 
pay  the  hire  of  said  superintendent,  and  guard,  feed, 
clothe  and  properly  care  for  said  convicts  while  employed 
upon  said  road. 

SEC.  2.  The  convicts  obtained  under  this  act  shall  be 
worked  upon  said  road  until  the  completion  of  the  grad- 
ing of  said  road. 

SEC.  3.  That  the  said  chairman  of  the  board  of  directors 
of  [the  Winston,  Salem  and  Mooresville]  railroad  com- 
pany, or  the  president  of  said  road,  shall  before  receiving 
the  same  from  [the  superintendent]  or  the  directors  of 
the  penitentiary  aforesaid,  execute  a  receipt,  stating  the 
names  of  said  convicts,  the  county  where,  and  the  offences 


<©f  which,  he  was  convicted,  and  the  term  of  his  sentence-, 
■and  at  the  expiration  of  the  sentence  or  the  completion 
•of  the  road  the  president  of  said  road  shall  deliver  the 
•said  convicts  to  the  authorities  of  the  penitentiary  as  the 
■case  may  be. 

Sec.  4.  Nothing  in  this  act  contained  shall  be  con- 
strued to  interfere  with,  or  take  away  any  of  the  convicts 
assigned  to  any  railroad  in  which  the  state  has  an  in- 
terest. 

Sec.  5.  That  this  act  shall  be  in  force  from  and  after  its 
ratification. 

Ratified  the  6th  day  of  March,  A.  D.  1! 


CHAPTER  137,— AN  ACT 
Supplementary  to  an  Act  Authorizing  the  work- 
ing of  Convicts  on  the  Ore  Knob  and  Mount 
Airy  Narrow  Gauge  Railroad,  and  the  Ches- 
ter and  Lenoir,  and  the  Caldwell  and  Wa- 
tauga Narrow  Gauge  Railroad,  and  the  Win- 
ston, Mooresville  and  Salem  Railroad,  and 
the  Statesville  Air-Line  Railroad  Company, 
and  Authorizing  the  Transfer  of  Convicts 
from  one  of  said  railroad   companies  to  the 

OTHER. 

The  General  A  sscmbly  of  North   Carolina  do  enact: 

SECTION  i.  That  the  president  and  directors  of  the 
Chester  and  Lenoir,  and  the  Caldwell  and  Watauga  Nar- 
row Gauge  Railroad  Companies,  the  Winston,  Mooresville 
and  Salem  Railroad,  and  the  Statesville  Air-Line  Railroad 
Company,  may,  whenever  they  may  find  it  to  be  their 
interest  to  do  so,  turn  over  all  the  convicts  assigned  to 
said  railroad  companies  to  one  another  for  such  time  as 
may  be  agreed  upon  by  the  president  and  directors  of 
said  railroad  companies,  to  be  worked    under    the   same 


&4 

rules,  regulations  and  provisions  as  to  the  government",, 
feeding,  guarding,  clothing,  &c,  as  by  law  the  convicts 
assigned  to  be  worked  on  the  Ore  Knob  and  Mount  Airy- 
Narrow  Gauge  Railroad  and  the  other  companies  are  to 
be  worked. 

SEC.  2.  That  the  president  and  directors  of  the  Ore 
Knob  and  Mount  Airy  Narrow  Gauge  Railroad  Company 
and  each  of  the  companies  may  in  the  same  man- 
ner as  provided  for  the  transfer  of  convicts  in  section  first 
of  this  act,  transfer  the  convicts  assigned  by  law  to  the 
Ore  Knob  and  Mount  Airy  Narrow  Gauge  Railroad  to 
the  Chester  and  Lenoir  and  the  Caldwell  and  Watauga 
Narrow  Gauge  Railroad  Companies,  or  either  of  them „ 
and  all  the  convicts  worked  on  the  said  Chester  and  Le- 
noir, or  the  Caldwell  and  Watauga  Narrow  Gauge  Rail- 
roads, shall  be  worked  upon  the  same  terms  and  under 
the  same  rules,  regulations  and  provisions  as  to  the  feed- 
ing, guarding;,  clothing,  &c,  as  by  law  is  provided  for 
the  working  of  convicts  on  the  Ore  Knob  and  Mount 
Airy  Narrow  Guage  Railroad. 

SEC,  3.  The  Chester  and  Lenoir  and  the  Caldwell  and 
Watauga  Railroad,  and  the  Ore  Knob  and  Mount  Airy 
Railroad,  or  either  of  them,  may  turn  over  the  con- 
victs hereby  or  heretofore  granted  to  any  or  all  of  said 
roads,  to  the  Cape  Fear  and  Yadkin  Valley  Railroad,  to 
be  worked  by  said  Cape  Fear  and  Yadkin  Valley 
Railroad  under  the  same  regulations  and  conditions  as 
the  convicts  heretofore  granted  to  the  said  Cape  Fear  and 
Yadkin  Valley  Railroad. 

Sec.  4.  All  laws  and  clauses  of  laws  coming  in  conflict 
with  this  act  be  and  the  same  is  hereby  repealed. 

Ratified  the  7th  day  of  March,  A.  D.   1879. 


65 

CHAPTER  243.— AN  ACT 

For  the  more  speedy  Procurement  of  the  right 
of  way  by  the  winston,  salem  and  mooresville 
Railroad  Company,  and  for  the  better  Pro- 
tection of  Land-owners  over  whose  lands 
said  Railroad  Passes. 

The  General  Assembly  of  North   Carolina  do  enact: 

SECTION  i.  That  before  the  Winston,  Salem  and  Moores- 
ville  Railroad  Company  shall  enter  upon  the  lands  of 
any  one  over  which  they  have  located  the  track  of  said 
road  for  the  purpose  of  constructing  the  same,  and  with 
whom  they  have  failed  to  agree  as  to  the  amount  of  com- 
pensation for  the  right  of  way  over  said  lands,  it  shall  be 
lawful  for  the  president  or  chairman  of  said  railroad  com- 
pany to  file  a  petition  under  oath  before  the  clerk  of  the 
superior  court  of  the  county  in  which  said  lands  are  situ- 
ated, setting  forth  the  name  of  the  party  or  parties  inter- 
ested in  the  lands  sought  to  be  condemned,  with  a 
description  of  the  lands  and  a  map  of  said  line  of  railroad 
as  located  over  said  lands. 

Sec.  2.  That  upon  the  filing  of  said  petition  by  said 
railroad  company  the  clerk  of  the  court  before  whom  said 
petition  is  filed  shall  issue  a  summons  to  the  person  or 
persons  named  in  the  petition  to  appear  before  him  with- 
in twenty  days  after  service  of  said  summons  on  him  or 
them  and  answer  said  petition;  and  on  the  coming  in  of 
the  answer  the  said  clerk  shall  issue  a  writ  of  venire  to 
the  sheriff  of  said  county,  commanding  him  to  select  the 
names  of  twenty-four  good  and  lawful  men  from  the 
vicinage  of  said  lands  qualified  to  act  as  jurors, 
from  which  number  there  shall  be  drawn,  under  the 
rules  and  regulations  of  drawing  juries  in  the  superior 
court,  twelve  men,  which  twelve  men  so  drawn,  after  be- 
ing duly  sworn  by  the  sheriff,  shall  assemble  within  "five 
days  at  some  place  designated  by  the  sheriff  adjacent  to 


66 

the  land  or  lands  to  be  condemned,  and  with  the  sheriff 
or  one  of  his  deputies  proceed  upon  the  lands  to  be  con- 
demned and  ascertain  the  actual  damage  done  thereto  by 
reason  of  the  construction  of  said  Winston,  Salem  and 
Mooresville  Railroad,  at  the  same  time  taking  into  con- 
sideration the  benefit  accruing  to  said  lands  by  reason  of 
the  construction  of  said  railroad  and  to  deduct  [the]  same 
from  said  amount  of  damage;  but  in  no  case  shall  the 
benefits  be  considered  to  exceed  the  value  of  said  lands 
and  a  judgment  be  given  therefor  against  any  party  or 
parties  over  whose  lands  said  road  passes.  Either  party 
to  such  proceedings  may  have  the  right  of  appeal;  and  if 
any  assessment  is  made  against  said  railroad  company, 
by  said  amount  being  paid  into  the  superior  court  clerk's 
office  said  railroad  may  enter  upon  said  lands  and  prose- 
cute its  work. 

Sec.  3.  All  laws  and  clauses  of  laws  in  conflict  with 
this  act  are  hereby  repealed. 

Sec.  4.  That  this  act  shall  be  in  force  from  and  after 
its  ratification. 

Ratified  the  14th  day  of  March,  A.  D.   1879. 


CHAPTER  109.— AN  ACT 

to  incorporate    the  dan    valley    and    yadkin 
River  Narrow  Gauge  Railroad  Company. 

The  General  Assembly  of  North   Carolina  do  enact: 

SECTION  i.  That  it  shall  be  lawful  for  the  Dan  Valley 
and  Yadkin  River  Narrow  Gauge  Railroad  Company,  a 
corporation  created  by  and  under  the  laws  of  the  state  of 
Virginia,  passed  for  that  purpose,  and  approved  January 
twenty-second,  one  thosand  eight  hundred  and  seventy- 
nine,  to  extend,  construct  and  operate  a  railroad  from  the 
Virginia  state  line,  on  the  border  of  Rockingham  county 
in  this    state,  in   the    vicinity   of  Leaksville,   to  connect 


67 

with  its  road  in  Virginia  when  completed,  through  the 
counties  of  Rockingham,  Stokes,  Forsyth,  Yadkin,  Surry, 
and  Wilkes,  or  either  of  them,  and  such  othei  counties 
as  may  be  deemed  necessary  by  said  company,  to  reach 
the  most  desirable  points  for  such  railroad  or  the  most 
desirable  connection  with  any  other  railroad  in  this  state: 
and  for  this  purpose  the  said  company  shall  have,  use 
and  enjoy,  in  this  state,  all  the  rights,  franchise  and  priv- 
ileges, which  other  corporate  bodies  may  lawfully  exercise 
under  chapter  ninety-nine  (99),  Battle's  Revisal,  page 
seven  hundred  and  twenty-seven,  entitled  railroad  com- 
panies, or  which  were  granted  the  North  Carolina  Rail- 
road Company  under  its  act  act  of  incorporation,  or  the  sev- 
eral acts  amendatory  thereof:  and  shall  have  the  exclu- 
sive right  of  conveyance  or  transportation  of  persons  and 
things  over  their  said  railroad  when  constructed  at  such 
charges  as  may  be  fixed  by  them:  Provided,  That  noth- 
ing herein  contained  shall  be  construed  so  as  to  exempt 
from  taxation  any  of  the  property  or  franchises  of  said 
company. 

SEC.  2.  It  shall  be  lawful  to  secure  subscription  to  the 
capital  stock  of  said  company  in  money,  labor,  land  or 
materials,  such  as  timber,  stone,  lumber,  or  supplies 
of  any  kind  usually  required  in  the  construction  of  a 
railroad;  and  it  shall  also  be  lawful  to  receive  the  bonds 
of  any  city,  town,  county  or  township  in  payment  of  sub- 
scription, and  the  said  company  may  also  acquire  land 
by  gift  or  purchase,  and  shall  have  power  to  hold  and 
sell  the  same  for  construction  or  repair  of  their  said  road, 
for  depots,  or  other  necessary  purposes. 

SEC.  3.  That  said  company  shall  have  power  to  build 
branch  or  lateral  roads,  not  exceeding  fifty  miles  in 
length,  to  connect  with  any  mines,  iron  works  or  other 
manufactories. 

Sec.  4.  Subscriptions  to  the  capital  stock  of  this  com- 


68 

pany  may  be  made  by  individuals,  by  any  city,  town, 
county  or  township,  and  by  any  railroad  company,  or 
any  mining"  or  manufacturing  company. 

Sec.  5.  It  shall  be  lawful  for  said  railroad  company  to 
borrow  money  for  the  construction,  maintenance  and 
repair  of  its  road  or  any  branch  thereof,  and  also  to  issue 
bonds,  and  secure  the  same  by  mortgaging  its  property 
and  franchises  or  otherwise. 

Sec.  6.  It  shall  be  lawful  for  said  company  to  lease  out 
its  road,  property,  rights  and  franchises  to  individuals  or 
to  any  other  company  or  corporations,  also  to  lease  the 
road,  property,  rights  and  franchises  of  any  other  com- 
pany connecting  with  said  company's  road:  also  to  con- 
solidate its  stock  and  property  with  that  of  any  other 
company  connecting  with  it,  whether  chartered  by  this 
or  any  other  state:  also  to  make  any  contract  or  agree- 
ment by  which  the  road-bed  and  rolling  stock  of  said 
company  or  any  part  thereof  may  be  constructed  and 
used  in  whole  or  in  part,  by  the  Danville  and  New  River 
Narrow  Gauge  Railroad  Company,  or  any  other  whole  line 
of  railroad  shall  connect  with  said  company's  road. 

Sec.  7.  Whenever  the  company  and  the  landowners 
cannot  agree  for  the  use  of  land  along  the  line  of  the 
company's  road,  commissioners  shall  be  appointed  as  pro- 
vided for  by  law,  to  ascertain  the  value  of  the  same; 
said  commissioners  so  appointed  shall  on  ascertaining 
the  damages,  take  into  consideration  the  advantages  and 
benefits  to  accrue  to  such  landowner  by  the  construction 
of  said  road  through  his  or  her  land. 

Sec.  8.  This  act  shall  be  in  force  from  and  after  its 
ratification. 

In  the  general  assembly  read  three  times,  and  ratified 
this  the  19th  day  of  February,  A.  D.  1881. 


69 


CHAPTER   162.— AN   ACT 

To  Authorize  the  North-Western  North  Caro- 
lina Railroad  Company  to  extend  its  Road 
and  to  Build  Branches  thereof. 

The  General  Assembly  of  North   Carolina  do  enact: 

Section  i.  That  it  shall  be  lawful  for  the  North-western 
North  Carolina  railroad  company  to  extend  and  construct 
its  line  of  road,  or  a  branch  thereof,  to  commence  at  or 
near  Winston  in  the  county  of  Forsyth,  through  the  coun- 
ties of  Forsyth,  Davidson,  Yadkin,  Davie,  Rowan  and  Ire- 
dell, or  any  or  either  of  them,  to  Statesville  or  some  other 
point  on  the  Western  North  Carolina  railroad,  and  may 
build  and  operate  additional  branches  thereto,  or  from 
its  present  main  line  to  any  important  mines  or  manfac- 
tories  in  any  of  said  counties,  or  counties  adjacent  to 
them:  Provided,  That  nothing  contained  in  this  act  shall 
operate  or  be  construed  so  as  to  prevent  or  interfere  with 
the  construction  of  the  North  Carolina  extension  of  the 
Virginia  Midland  railroad  from  Danville,  Virginia,  via 
Winston,  Forsyth  county,  and  Mocksville,  Davie  county, 
to  some  point  on  the  Atlantic,  Tennessee  and  Ohio  rail- 
road in  Iredell  county;  but  said  company  is  hereby  au- 
thorized to  build  said  road  under  the  organization  and 
consolidation  heretofore  made  by  the  stockholders  and 
directors  of  the  consolidated  line  composing  the  North 
Carolina  extension. 

Sec.  2.  That  to  provide  the  means  in  whole  or  in  part 
for  this  purpose,  the  said  company  may  receive  subscrip- 
tions in  money,  labor,  property  or  otherwise,  as  the  said 
company  may  agree,  and  may  mortgage  or  otherwise 
pledge  its  property  and  franchises  and  the  work  con- 
structed, or  to  be  constructed,  with  the  franchises  and 
rights  connected  therewith. 

Sec.  3.  That  any  corporation,    county,    city,    town    or 


70 

township  interested  therein,  may  subs  .il  e  to  stock  for 
said  purpose  or  othe;  wLe  cuiitribute  'o  such  work  in 
such  manner  and  in  such  amount -as  shall  be  determined 
by  the  proper  authorities  of  such  corporation,  county,  city, 
town  or  township,  and  agreed  on  with  the  said  North- 
western North  Carolina  railroad  company. 

Sec.  4.  This  act  shall  be  in  force  from  and  after  its  rati- 
fication. 

In  the  general  assembly  read  three  times,  and  ratified 
this  the  2nd  day  of  March,  A.  D.  1881. 


CHAPTER  205.— AN  ACT 
To  Secure  the  Completion  of  the  North  Caro- 
lina Midland  Railroad. 

The  General  Assembly  of  North   Carolina  do  enact: 

Section  i.  That  the  stockholders  of  the  North  Carolina 
Midland  Railroad  Company,  resident  in  this  State,  shall 
have  power,  in  a  meeting  of  such  stockholders  to  be  called 
as  hereinafter  provided,  to  rescind  any  action  by  which 
they  have  heretofore  accepted  any  subscription  from  the 
Virginia  Midland  Railroad  Company,  or  other  parties 
non-resident  in  North  Carolina:  Provided,  that  the  North 
Carolina  Midland  Railroad  Company  shall  adjust  any 
claims  against  it  held  by  the  Virginia  Midland  Railroad 
Company  or  other  parties,  in  accordance  with  the  condi- 
tions of  contracts  heretofore  existing. 

SEC.  2.  That  upon  request  of  stockholders  owning  and 
representing  one-fourth  of  the  stock  held  in  North  Caro- 
lina, it  shall  be  the  duty  of  the  vice-president  of  the  North 
Carolina  Midland  Railroad  Company,  resident  in  the 
State,  to  call  a  meeting  of  all  the  stockholders  residing  in 
this  State,  notice  having  been  issued  to  each  stockholder 
in  accordance  with  the  rules  of  the  company. 

Sec.  3.  The  North  Carolina  Midland  Railroad  Company 


7i 

is  hereby  authorized  to  call  upon  the  penitentiary  author- 
ities for  one  hundred  and  fifty  convicts,  not  otherwise 
appropriated,  to  be  paid  for  at  the  rate  of  one  hundred 
and  twenty-five  dollars  each  per  year,  in  cash  or  bonds  of 
the  counties,  townships,  cities  and  towns  along  the  line 
of  said  railroad. 

Sec.  4.  That  this  act  shall  be  in  force  from  and  after 
its  ratification. 

In  the  General  Assembly  read  three  times,  and  ratified 
this  the  4th  day  of  March,  A.  D.  1885. 


CHAPTER  99.— Battle's  Revisal. 

58.  It  shall  and  may  be  lawful  for  any  railroad  company 
or  other  corporation,  organized  under  the  laws  of  this 
State,  or  of  this  State  and  any  other  State,  and  operating 
a  railroad  or  bridge  either  wholly  within  or  partly  within 
and  partly  without  this  State,  to  merge  and  consolidate 
its  capital  stock,  franchises  and  property  with  the  capital 
stock,  franchises  and  property  of  any  other  railroad  com- 
pany or  companies  organized  under  the  laws  of  this  State, 
or  under  the  laws  of  this  State  and  any  other  State,  or 
under  the  laws  of  any  other  State  or  States,  whenever 
the  two  or  more  railroads  of  the  companies  or  corpora- 
tion so  to  be  consolidated  shall  or  may  form  a  continuous 
line  of  railroad  with  each  other  or  by  means  of  any  in- 
tervening railroad,  bridge  or  ferry. 

59.  Said  consolidation  shall  be  made  under  the  condi- 
tions, provisions  and  restrictions,  and  with  the  powers 
hereafter  in  this  chapter  mentioned  and  contained,  that 
is  to  say: 

(1.)  The  directors  of  the  companies  proposing  to  con- 
solidate may  enter  into  a  joint  agreement  under  the  cor- 
porate seal  of  each  company  for  the  consolidation  of  said, 
companies  and  railroads,  and  prescribing  the  terms  and 
conditions    thereof,    the   mode   of  carrying  the  same  into 


72 

effect,  the  name  of  the  new  corperation,  the  number  and 
names  of  the  directors  and  other  officers  thereof,  and  who 
shall  be  the  first  directors  and  officers,  and  their  pieces 
of  residence,  the  number  of  shares  of  the  capital  ot<  ck, 
the  amount  or  par  value  of  each  share,  and  the  manner 
of  converting  the  capital  stock  of  each  of  the  said  compa- 
nies into  that  of  the  new  corporation,  and  how  and  when 
directors  and  officers  shall  be  chosen,  with  such  other  de- 
tails as  they  shall  deem  necessary  to  perfect  such  new 
organization  and  the  consolidation  of  said  companies  or 
railroads. 

(2.)  Said  agreement  shall  be  submitted  to  the  stock- 
holders of  each  of  the  said  companies  or  corporations  at 
a  meeting  thereof  called  separately  for  the  purpose  of 
taking  the  same  into  consideration;  due  notice  of  the 
time  and  place  of  holding  said  meeting,  and  object  there- 
of, shall  be  given  by  each  company  to  its  stockholders 
by  written  or  printed  notices,  addressed  to  each  of  the 
persons  in  whose  names  the  capital  stock  of  such  com- 
pany stands  on  the  books  thereof,  and  delivered  to  such 
persons  respectively  or  sent  to  them  by  mail  when  their 
postoffice  address  is  known  to  the  company,  at  least 
thirty  days  before  the  time  of  holding  such  meeting,  and 
also  by  a  general  notice,  published  daily  for  at  least  four 
weeks  in  some  newspaper  printed  in  the  city,  town  or 
county  where  such  company  has  its  principal  office  or 
place  of  business  ;  and  at  the  said  meeting  of  stock- 
holders the  agreement  of  the  said  directors  shall  be  con- 
sidered and  a  vote  by  ballot  taken  for  the  adoption  or 
rejection  of  the  same,  each  share  entitling  the  holder 
thereof  to  one  vote,  and  said  ballots  shall  be  cast  in  per- 
son or  by  proxy,  and  if  two-thirds  of  all  the  votes  of  all 
the  stockholders  shaal  be  for  the  adoption  of  said  agree- 
ment, then  that  fact  shall  be  certified  thereon  by  the 
secretaries  of  the  respective  companies  under  seals  there- 


73 

of,  and  the  agreement  so  adopted,  or  a  certified  copy 
thereof,  shall  be  filed  in  the  office  of  the  Secretary  of 
State,  and  shall  from  thence  be  deemed  and  taken  to  be 
the  agreement  and  act  of  consolidation  of  the  said  com- 
panies; and  a  copy  of  the  said  agreement  and  act  of  con- 
solidation, duly  certified  by  the  Secretary  of  State  under 
his  official  seal,  shall  be  evidence  in  all  courts  and  places 
of  the  existence  of  said  new  corporation,  and  that  the 
foregoing  provisions  of  this  chapter  have  been  fully  ob- 
served and  complied  with. 

60.  Upon  the  making  and  perfecting  of  such  agreement 
and  act  of  consolidation  as  hereinbefore  provided,  and 
filing  the  same  or  a  copy  thereof  in  the  office  of  the  Sec- 
retary of  State  as  aforesaid,  the  said  corporations,  parties 
thereto,  shall  be  deemed  and  taken  to  be  one  corpora- 
tion by  the  name  provided  in  said  agreement  and  act, 
but  such  act  of  consolidation  shall  not  release  such  new 
corporations  from  any  of  the  restrictions,  liabilities  or 
duties  of  the  several  corporations  so  consolidated. 

61.  Upon  the  consummation  of  said  act  of  consolida- 
tion as  aforesaid,  all  and  singnlar  the  rights,  privileges, 
exemptions  and  franchises  of  each  of  said  corporations, 
parties  to  the  same,  and  all  the  property,  real,  personal 
and  mixed,  and  all  debts  due  on  whatever  account  to 
either  of  said  corporations  as  well  as  all  stock  subscrip- 
tions and  other  things  in  action  belonging  to  either  of 
said  corporations  shall  be  taken  and  deemed  to  be  trans- 
ferred to  and  vested  in  such  new  corporation  without 
further  act  or  deed;  and  all  claims,  demands,  property, 
rights  of  way  and  every  other  interest,  shall  be  as  effectu- 
aily  the  property  of  the  new  corporation  as  they  were  of 
the  former  corporations,  parties  to  the  said  agreement 
and  act,  and  the  title  to  all  real  estate  taken  by  deed  or 
otherwise,  under  the  laws  of  this  State  vested  in  either  of 
such    corporations,    parties    to    said  agreement  and   act, 


Microfilmed 

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74 


shall  not  be  deemed  to  revert  or  be  in  any  way  impaired 
by  reason  of  this  chapter  or  anything  done  by  virtue 
thereof,  but  shall  be  vested  in  the  new  corporation  by 
virtue  of  such  act  of  consolidation. 

62.  The  rights  of  all  creditors  and  all  liens  upon  the 
property  of  either  of  said  corporations,  parties  to  said 
agreement  and  act,  shall  be  preserved  unimpaired,  and 
the  respective  corporations  shall  be  deemed  to  continue 
in  existence  to  preserve  the  same;  and  all  debts  and  lia- 
bilities incurred  by  either  of  said  corporations  except 
mortgages,  shall  thenceforth  attach  to  such  new  corpora- 
tion and  be  enforced  against  it  and  its  property  to  the 
same  extent  as  if  said  debts  or  liabilities  had  been  in- 
curred or  contracted  by  it.  No  suit,  action  or  other  pro- 
ceeding pending  before  any  court  or  tribunal  in  which 
either  of  said  railroad  companies  is  a  party  shall  be  deem- 
ed to  have  abated  or  been  discontinued  by  the  agreement 
and  act  of  consolidation  as  aforesaid,  but  the  same  may 
be  conducted  in  the  name  of  the  existing  corporation  to 
final  judgment,  or  such  new  corporation  may  be,  by  order 
of  the  court,  on  motion,  substituted  as  a  party.  Suits 
may  be  brought  and  maintained  against  such  new  corpo- 
ration in  the  courts  of  this  State  for  all  causes  of  action 
in  the  same  manner  as  against  other  railroad  corporations 
therein. 


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